Common use of Derivative Actions Clause in Contracts

Derivative Actions. (a) No Person, other than a Trustee, who is not a Shareholder of a particular Series or Class shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series or Class. No Shareholder of a Series or a Class may maintain a derivative action on behalf of the Trust with respect to such Series or Class unless holders of at least twenty percent (20%) of the outstanding Shares of such Series or Class join in the bringing of such action. (b) In addition to the requirements set forth in Section 3816 of the Act, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series or Class only if the following conditions are met: (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed (for this purpose a demand on the Trustees shall only be deemed not likely to succeed and therefore be excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action are not “independent trustees” (as that term is defined in the Act); and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder request and to investigate the basis of such claim, and the Trustees shall be entitled to retain counsel or other advisers in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisers in the event that the Trustees determine not to bring such action.

Derivative Actions. (a) No Personperson, other than a Trustee, who is not a Shareholder of a particular Series or Class class shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series or Classclass. No Shareholder of a Series or a Class class may maintain a derivative action on behalf of the Trust with respect to such Series or Class or a General Direct Action, unless holders of at least twenty ten percent (2010%) of the outstanding Shares of such the respective Series or Class class join in the bringing of such actionderivative action or General Direct Action. (b) In addition to the requirements set forth in Section 3816 of the ActAct and subsection (a) above, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series or Class class or a General Direct Action only if the following conditions are met: (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed (for this purpose succeed; and a demand on the Trustees shall only be deemed not likely to succeed and therefore be excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action action, is composed of Trustees who are not “independent trustees” (as that term is defined in the Delaware Act); and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder request and to investigate the basis of such claim, ; and the Trustees shall be entitled to retain counsel or other advisers advisors in considering the merits of the request and may require an undertaking by the Shareholders Shareholder making such request to reimburse the Trust for the expense of any such advisers advisors in the event that the Trustees determine not to bring such action. For purposes of this Section 6, the Trustees may designate a committee of one or more Trustees to consider a Shareholder demand.

Derivative Actions. (a) No Person, other than a Trustee, person who is not a Shareholder Unitholder of a particular Series or Class Fund shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series or ClassFund. No Shareholder Unitholder of a Series or a Class Fund may maintain a derivative action on behalf of the Trust with respect to such Series or Class Fund unless holders of at least twenty ten percent (2010%) of the outstanding Shares Units of such Series or Class Fund join in the bringing of such action. (b) In addition to the requirements set forth in Section 3816 of the Act, a Shareholder Unitholder may bring a derivative action on behalf of the Trust with respect to a Series or Class Fund only if the following conditions are met: (i) the Shareholder Unitholder or Shareholders Unitholders must make a pre-suit demand upon the Trustees Sponsor to bring the subject action unless an effort to cause the Trustees Sponsor to bring such an action is not likely to succeed (for this purpose succeed; and a demand on the Trustees Sponsor shall only be deemed not likely to succeed and therefore be excused if the Sponsor has a majority of personal financial interest in the Trusteestransaction at issue, and the Sponsor shall not be deemed interested in a transaction or a majority of any committee established to consider otherwise disqualified from ruling on the merits of such action a Unitholder demand by virtue of the fact that the Sponsor receives remuneration for its service as the Sponsor or as a sponsor of one or more companies that are not “independent trustees” (as that term is defined in under common management with or otherwise affiliated with the Act)Trust; and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees Sponsor must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder Unitholder request and to investigate the basis of such claim, ; and the Trustees Sponsor shall be entitled to retain counsel or other advisers advisors in considering the merits of the request and may require an undertaking by the Shareholders Unitholders making such request to reimburse the Trust for the expense of any such advisers advisors in the event that the Trustees determine Sponsor determines not to bring such action.

Derivative Actions. (a) No Person, other than a Trustee, who is not a Shareholder of a particular Series or Class shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series or Class. No Except with respect to claims arising under federal securities laws, no Shareholder of a Series or a Class may maintain a derivative action on behalf of the Trust with respect to such Series or Class unless holders of at least twenty percent (20%) of the outstanding Shares of such Series or Class join in the bringing of such action. (b) In addition to the requirements set forth in Section 3816 of the Act, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series or Class only if the following conditions are met: (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed (for this purpose a demand on the Trustees shall only be deemed not likely to succeed and therefore be excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action are not “independent trustees” (as that term is defined in the 1940 Act); and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder request and to investigate the basis of such claim, and the Trustees shall be entitled to retain counsel or other advisers in considering the merits of the request and and, except with respect to claims arising under federal securities laws, may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisers in the event that the Trustees determine not to bring such action.

Derivative Actions. (a) No Personperson, other than a Trustee, who is not a Shareholder of a particular Series or Class shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series or Class. No Shareholder of a Series or a Class may maintain a derivative action on behalf of the Trust with respect to such Series or Class unless holders of at a least twenty ten percent (2010%) of the outstanding Shares of such Series or Class join in the bringing of such action. (b) In addition to the requirements set forth in Section 3816 of the Act, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series or Class only if the following conditions are met: (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed (for this purpose succeed; and a demand on the Trustees shall only be deemed not likely to succeed and therefore be excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action action, is composed of Trustees who are not “independent trustees” (as that term is defined in the Act); and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder request and to investigate the basis of such claim, ; and the Trustees shall be entitled to retain counsel or other advisers advisors in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisers advisors in the event that the Trustees determine not to bring such action. For purposes of this Section 2.11, the Trustees may designate a committee of one or more Trustees to consider a Shareholder demand.

Derivative Actions. (a) No Person, other than a Trustee, person who is not a Shareholder of a particular Series or Class Fund shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series or ClassFund. No Shareholder of a Series or a Class Fund may maintain a derivative action on behalf of the Trust with respect to such Series or Class Fund unless holders of at least twenty ten percent (2010%) of the outstanding Shares of such Series or Class Fund join in the bringing of such action. (b) In addition to the requirements set forth in Section 3816 of the ActDelaware Trust Statute, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series or Class Fund only if the following conditions are met: (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees Sponsor to bring the subject action unless an effort to cause the Trustees Sponsor to bring such an action is not likely to succeed (for this purpose succeed; and a demand on the Trustees Sponsor shall only be deemed not likely to succeed and therefore be excused if the Sponsor has a majority of personal financial interest in the Trusteestransaction at issue, and the Sponsor shall not be deemed interested in a transaction or a majority of any committee established to consider otherwise disqualified from ruling on the merits of such action a Shareholder demand by virtue of the fact that the Sponsor receives remuneration for its service as the Sponsor or as a sponsor of one or more companies that are not “independent trustees” (as that term is defined in under common management with or otherwise affiliated with the Act)Trust; and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees Sponsor must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder request and to investigate the basis of such claim, ; and the Trustees Sponsor shall be entitled to retain counsel or other advisers advisors in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisers advisors in the event that the Trustees determine Sponsor determines not to bring such action.

Derivative Actions. (a) No Personperson, other than a Trustee, who is not a Shareholder of a particular Series or Class shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series or ClassTrust. No Shareholder of a Series or a Class may maintain a derivative action on behalf of the Trust with respect to such Series or Class unless holders of at least twenty ten percent (2010%) of the outstanding Shares of the Trust, or 10% of the outstanding Shares of a class to which such Series or Class action relates, join in the bringing of such action. (b) In addition to the requirements set forth in Section 3816 of the Delaware Statutory Trust Act, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series or Class only if the following conditions are met: : (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed (for this purpose succeed; and a demand on the Trustees shall only be deemed not likely to succeed and therefore be excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action action, is composed of Trustees who are not “independent trustees” (as that term is defined in the Delaware Act); and and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder request and to investigate the basis of such claim, ; and the Trustees shall be entitled to retain counsel or other advisers advisors in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisers advisors in the event that the Trustees determine not to bring such action.

Derivative Actions. (a) 1. No Personperson, other than a Trustee, who is not a Shareholder of a particular Series or Class shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series or Class. No Shareholder of a Series or a Class may maintain a derivative action on behalf of the Trust with respect to such Series or Class unless holders of at a least twenty ten percent (2010%) of the outstanding Shares of such Series or Class join in the bringing of such action. (b) 2. In addition to the requirements set forth in Section 3816 of the Delaware Act, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series or Class only if the following conditions are met: (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed (for this purpose succeed; and a demand on the Trustees shall only be deemed not likely to succeed and therefore be excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action are not “independent trustees” (as that term is defined action, has a personal financial interest in the Act)transaction at issue, and a Trustee shall not be deemed interested in a transaction or otherwise disqualified from ruling on the merits of a Shareholder demand by virtue of the fact that such Trustee receives remuneration for his service as a Trustee of the Trust or as a trustee or director of one or more investment companies that are under common management with or otherwise affiliated with the Trust; and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder request and to investigate the basis of such claim, ; and the Trustees shall be entitled to retain counsel or other advisers advisors in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisers advisors in the event that the Trustees determine not to bring such action. For purposes of this section, the Trustees may designate a committee of two or more Trustees to consider a Shareholder demand if necessary to create a committee with a majority of Trustees who do not have a personal financial interest in the transaction at issue.

Derivative Actions. (a) No Person, other than a Trustee, who is not a Shareholder of a particular Series or Class shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series or Class. No Shareholder of a Series or a Class may maintain a derivative action on behalf of the Trust with respect to such Series or Class unless holders of at least twenty percent (20%) of the outstanding Shares of such Series or Class join in the bringing of such action. (b) In addition to the requirements set forth in Section 3816 of the Act, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series or Class Class (c) only if the following conditions are met: (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed (for this purpose a demand on the Trustees shall only be deemed not likely to succeed and therefore be excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action are not “independent trustees” (as that term is defined in the Act); and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder request and to investigate the basis of such claim, and the Trustees shall be entitled to retain counsel or other advisers in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisers in the event that the Trustees determine not to bring such action.

Derivative Actions. (a) No Person, other than a Trustee, person who is not a Shareholder unitholder of a particular Series or Class Fund shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series or ClassFund. No Shareholder unitholder of a Series or a Class Fund may maintain a derivative action on behalf of the Trust with respect to such Series or Class Fund unless holders of at a least twenty ten percent (2010%) of the outstanding Shares units of such Series or Class Fund join in the bringing of such action. (b) In addition to the requirements set forth in Section 3816 of the Act, a Shareholder unitholder may bring a derivative action on behalf of the Trust with respect to a Series or Class Fund only if the following conditions are met: (i) the Shareholder unitholder or Shareholders Unitholders must make a pre-suit demand upon the Trustees Sponsor to bring the subject action unless an effort to cause the Trustees Sponsor to bring such an action is not likely to succeed (for this purpose succeed; and a demand on the Trustees Sponsor shall only be deemed not likely to succeed and therefore be excused if the Sponsor has a majority of personal financial interest in the Trusteestransaction at issue, and the Sponsor shall not be deemed interested in a transaction or a majority of any committee established to consider otherwise disqualified from ruling on the merits of such action a unitholder demand by virtue of the fact that the Sponsor receives remuneration for its service as the Sponsor or as a sponsor of one or more companies that are not “independent trustees” (as that term is defined in under common management with or otherwise affiliated with the Act)Trust; and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees Sponsor must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder unitholder request and to investigate the basis of such claim, ; and the Trustees Sponsor shall be entitled to retain counsel or other advisers advisors in considering the merits of the request and may require an undertaking by the Shareholders Unitholders making such request to reimburse the Trust for the expense of any such advisers advisors in the event that the Trustees determine Sponsor determines not to bring such action.

Derivative Actions. (a) No Person, other than a Trustee, person who is not a Shareholder of a particular Series or Class Fund shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series or ClassFund. No Shareholder of a Series or a Class Fund may maintain a derivative action on behalf of the Trust with respect to such Series or Class Fund unless holders of at a least twenty ten percent (2010%) of the outstanding Shares of such Series or Class Fund join in the bringing of such action. (b) In addition to the requirements set forth in Section 3816 of the ActDelaware Trust Statute, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series or Class Fund only if the following conditions are met: (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees Sponsor to bring the subject action unless an effort to cause the Trustees Sponsor to bring such an action is not likely to succeed (for this purpose succeed; and a demand on the Trustees Sponsor shall only be deemed not likely to succeed and therefore be excused if the Sponsor has a majority of personal financial interest in the Trusteestransaction at issue, and the Sponsor shall not be deemed interested in a transaction or a majority of any committee established to consider otherwise disqualified from ruling on the merits of such action a Shareholder demand by virtue of the fact that the Sponsor receives remuneration for its service as the Sponsor or as a sponsor of one or more companies that are not “independent trustees” (as that term is defined in under common management with or otherwise affiliated with the Act)Trust; and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees Sponsor must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder request and to investigate the basis of such claim, ; and the Trustees Sponsor shall be entitled to retain counsel or other advisers advisors in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisers advisors in the event that the Trustees determine Sponsor determines not to bring such action.

Derivative Actions. (a) No Personperson, other than a Trustee, who is not a Shareholder of a particular Series or Class shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series or Class. No Shareholder of a Series or a Class may maintain a derivative action on behalf of the Trust with respect to such Series or Class unless holders of at least twenty ten percent (2010%) of the outstanding Shares of such Series or Class join in the bringing of such action. (b) In addition to the requirements set forth in Section 3816 of the Act, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series or Class only if the following conditions are met: (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed (for this purpose succeed; and a demand on the Trustees shall only be deemed not likely to succeed and therefore be excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action action, is composed of Trustees who are not “independent trustees” (as that term is defined in the Act); and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder request and to investigate the basis of such claim, ; and the Trustees shall be entitled to retain counsel or other advisers advisors in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisers advisors in the event that the Trustees determine not to bring such action. For purposes of this Section 2.11, the Trustees may designate a committee of one or more Trustees to consider a Shareholder demand.

Derivative Actions. (a) 1. No Personperson, other than a Trustee, who is not a Shareholder of a particular Series or Class shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series or Class. No Shareholder of a Series or a Class may maintain a derivative action on behalf of the Trust with respect to such Series or Class unless holders of at least twenty ten percent (2010%) of the outstanding Shares of such Series or Class join in the bringing of such action. (b) 2. In addition to the requirements set forth in Section 3816 of the Delaware Act, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series or Class only if the following conditions are met: (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed (for this purpose succeed; and a demand on the Trustees shall only be deemed not likely to succeed and therefore be excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action action, is composed of Trustees who are not “independent trustees” (as that term is defined in the Delaware Act); and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder request and to investigate the basis of such claim, ; and the Trustees shall be entitled to retain counsel or other advisers advisors in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisers advisors in the event that the Trustees determine not to bring such action. For purposes of this section, the Trustees may designate a committee of two or more Trustees to consider a Shareholder demand.

Derivative Actions. (a) No PersonSubject to any other requirements of applicable law including Section 3816 of the Delaware Trust Statute, other than a Trusteeno Registered Owner shall have the right, who is not a Shareholder of a particular Series power or Class shall be entitled authority to bring any or maintain a derivative action, suit or other proceeding on behalf of the Trust with respect to such Series unless (a) two or Class. No Shareholder more Registered Owners who (i) are not Affiliates of a Series or a Class may maintain a derivative action on behalf of the Trust with respect to such Series or Class unless holders of one another and (ii) collectively hold at least twenty percent (20%) 10% of the outstanding Shares of such Series or Class join in the bringing or maintaining of such action. , suit or other proceeding, and (b) In addition to the requirements set forth in Section 3816 of the Act, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series or Class only if the following conditions are met: (i) prior to bringing such action, the Shareholder or Shareholders Registered Owners must make a pre-suit demand upon the Trustees Sponsor to bring the subject action unless an effort to cause the Trustees Sponsor to bring such an action is not likely to succeed (for this purpose succeed; and a demand on the Trustees Sponsor shall only be deemed not likely to succeed and therefore be excused if the Trustee has a majority of personal financial interest in the Trusteestransaction at issue, and the Sponsor shall not be deemed interested in a transaction or a majority of any committee established to consider otherwise disqualified from ruling on the merits of such action a Registered Owner demand by virtue of the fact that the Sponsor receives remuneration for his service as the Sponsor of the Trust or as a trustee or director of one or more investment companies that are not “independent trustees” (as that term is defined in under common management with or otherwise affiliated with the Act)Trust; and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees Sponsor must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder Registered Owner request and to investigate the basis of such claim, ; and the Trustees Sponsor shall be entitled to retain counsel or other advisers advisors in considering the merits of the request and may require an undertaking by the Shareholders Registered Owners making such request to reimburse the Trust for the expense of any such advisers advisors in the event that the Trustees determine Trustee determines not to bring such action.

Derivative Actions. (a) No Personperson, other than a Trustee, who is not a Shareholder of a particular Series or Class shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series or ClassTrust. No Shareholder of a Series or a Class may maintain a derivative action on behalf of the Trust with respect to such Series or Class unless holders of at least twenty ten percent (2010%) of the outstanding Shares of such Series or Class join in the bringing of such action. This Section 16.3 does not apply to any claim under the U.S. federal securities laws. (b) In addition to the requirements set forth in Section 3816 of the Statutory Trust Act, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series or Class only if the following conditions are met: (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed (for this purpose succeed; and a demand on the Trustees shall only be deemed not likely to succeed and therefore be excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action action, is composed of Trustees who are not “independent trustees” (as that term is defined in the Statutory Trust Act); and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder request and to investigate the basis of such claim, ; and the Trustees shall be entitled to retain counsel or other advisers advisors in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisers advisors in the event that the Trustees determine not to bring such action.

Derivative Actions. (a) No Person, other than a Trustee, who is not a Shareholder of a particular Series or Class shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series or Class. No Shareholder of a Series or a Class may maintain a derivative action on behalf of the Trust with respect to such Series or Class unless holders of at least twenty percent (20%) of the outstanding Shares of such Series or Class join in the bringing of such action. (b) In addition to the requirements set forth in Section 3816 of the Act, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series or Class only if the following conditions are met: (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed (for this purpose a demand on the Trustees shall only only (c) be deemed not likely to succeed and therefore be excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action are not “independent trustees” (as that term is defined in the Act); and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder request and to investigate the basis of such claim, and the Trustees shall be entitled to retain counsel or other advisers in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisers in the event that the Trustees determine not to bring such action.

Derivative Actions. (a) The purpose of this section is to adopt additional standards and restrictions to protect the interests of the Trust and its Shareholders by establishing a process that will permit legitimate inquiries and claims to be made and considered while avoiding the time, expense, distraction, and other harm that can be caused to the Trust and its Shareholders as a result of spurious shareholder demands and derivative actions. No Person, other than a Trustee, who is not a Shareholder of a particular Series or Class shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series or Class. No Shareholder of a Series or a Class may maintain a derivative action on behalf of the Trust with respect to such Series or Class unless holders of at least twenty percent (20%) of the outstanding Shares of such Series or Class join in the bringing of such action. (b) In addition to the requirements set forth in Section 3816 of the Act, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series or Class only if the following conditions are met: (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed (for this purpose a demand on the Trustees shall only be deemed not likely to succeed and therefore be excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action are not “independent trustees” (as that term is defined action, has a personal financial interest in the Acttransaction at issue, and a Trustee shall not be deemed interested in a transaction or otherwise disqualified from ruling on the merits of a Shareholder demand by virtue of the fact that (a) such Trustee receives remuneration for his service as a Trustee of the Trust or as a trustee or director of one or more investment companies that are under common management with or otherwise affiliated with the Trust, (b) such Trustee was identified as a potential defendant or witness, (c) the Trustee approved the act being challenged (if the act did not result in any material personal benefit to the Trustee, or if the Trustee is also a Shareholder the act did not result in any material benefit that is not shared pro rata with other Shareholders) or (d) the Trustee is a Shareholder); and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder request and to investigate the basis of such claim, and the Trustees shall be entitled to retain counsel or other advisers in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisers in the event that the Trustees determine not to bring such action. For purposes of this Section 2.10, the Trustees may designate a committee of one Trustee to consider a Shareholder demand if necessary to create a committee with a majority of Trustees who do not have a personal financial interest in the transaction at issue.

Derivative Actions. (a) No Personperson, other than a Trustee, who is not a Shareholder of a particular Series or Class shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series or Class. No Shareholder of a Series or a Class may maintain a derivative action on behalf of the Trust with respect to such Series or Class unless holders of at least twenty ten percent (2010%) of the outstanding Shares of such Series or Class join in the bringing of such action. (b) . In addition to the requirements set forth in Section 3816 of the Delaware Act, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series or Class only if the following conditions are met: (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed (for this purpose succeed; and a demand on the Trustees shall only be deemed not likely to succeed and therefore be excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action action, is composed of Trustees who are not “independent trustees” (as that term is defined in the Delaware Act); and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder request and to investigate the basis of such claim, ; and the Trustees shall be entitled to retain counsel or other advisers advisors in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisers advisors in the event that the Trustees determine not to bring such action. For purposes of this Section 6 of Article V, the Trustees may designate a committee of one or more Trustees to consider a Shareholder demand.

Derivative Actions. (a) No Personperson, other than a Trustee, who is not a Shareholder of a particular Series or Class shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series or ClassCompany. No Shareholder of a Series or a Class may maintain a derivative action on behalf of the Trust with respect to such Series or Class Company unless holders of at least twenty ten percent (2010%) of the outstanding Shares of such Series or Class join in the bringing of such action. This Section 16.3 does not apply to any claim under the U.S. federal securities laws. (b) In addition to the requirements set forth in Section 3816 of the Statutory Trust Act, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series or Class Company only if the following conditions are met: (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed (for this purpose succeed; and a demand on the Trustees shall only be deemed not likely to succeed and therefore be excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action action, is composed of Trustees who are not “independent trustees” (as that term is defined in the Statutory Trust Act); and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder request and to investigate the basis of such claim, ; and the Trustees shall be entitled to retain counsel or other advisers advisors in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust Company for the expense of any such advisers advisors in the event that the Trustees determine not to bring such action.

Derivative Actions. (a) No Person, other than a Trustee, person who is not a Shareholder Unitholder of a particular Series or Class Fund shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series or ClassFund. No Shareholder Unitholder of a Series or a Class Fund may maintain a derivative action on behalf of the Trust with respect to such Series or Class Fund unless holders of at a least twenty ten percent (2010%) of the outstanding Shares Units of such Series or Class Fund join in the bringing of such action. (b) In addition to the requirements set forth in Section 3816 of the Act, a Shareholder Unitholder may bring a derivative action on behalf of the Trust with respect to a Series or Class Fund only if the following conditions are met: (i) the Shareholder Unitholder or Shareholders Unitholders must make a pre-suit demand upon the Trustees Sponsor to bring the subject action unless an effort to cause the Trustees Sponsor to bring such an action is not likely to succeed (for this purpose succeed; and a demand on the Trustees Sponsor shall only be deemed not likely to succeed and therefore be excused if the Sponsor has a majority of personal financial interest in the Trusteestransaction at issue, and the Sponsor shall not be deemed interested in a transaction or a majority of any committee established to consider otherwise disqualified from ruling on the merits of such action a Unitholder demand by virtue of the fact that the Sponsor receives remuneration for its service as the Sponsor or as a sponsor of one or more Table of Contents companies that are not “independent trustees” (as that term is defined in under common management with or otherwise affiliated with the Act)Trust; and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees Sponsor must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder Unitholder request and to investigate the basis of such claim, ; and the Trustees Sponsor shall be entitled to retain counsel or other advisers advisors in considering the merits of the request and may require an undertaking by the Shareholders Unitholders making such request to reimburse the Trust for the expense of any such advisers advisors in the event that the Trustees determine Sponsor determines not to bring such action.

Derivative Actions. (a) No Person, other than a Trustee, person who is not a Shareholder of a particular Series or Class shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series or ClassFund. No Shareholder of a Series or a Class may maintain a derivative action on behalf of the Trust with respect to such Series or Class Fund unless holders of at least twenty ten percent (2010%) of the outstanding Shares of such Series or Class join in the bringing of such action. (b) In addition to the requirements set forth in Section 3816 of the Delaware Statutory Trust Act, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series or Class Fund only if the following conditions are met: : (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed (for this purpose succeed; and a demand on the Trustees shall only be deemed not likely to succeed and therefore be excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action action, is composed of Trustees who are not “independent trustees” (as that term is defined in the Delaware Act); and and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder request and to investigate the basis of such claim, ; and the Trustees shall be entitled to retain counsel or other advisers advisors in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust Fund for the expense of any such advisers advisors in the event that the Trustees determine not to bring such action.

Derivative Actions. (a) No Personperson, other than a Trustee, who is not a Shareholder of a particular Series or Class shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series or Class. No Shareholder of a Series or a Class may maintain a derivative action on behalf of the Trust with respect to such Series or Class unless holders of at least twenty ten percent (2010%) of the outstanding Shares of such Series or Class join in the bringing of such action. (b) In addition to the requirements set forth in Section 3816 of the Act, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series or Class only if the following conditions are met: (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed (for this purpose succeed; and a demand on the Trustees shall only be deemed not likely to succeed and therefore be excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action action, is composed of Trustees who are not “"independent trustees” " (as that term is defined in the Act); and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder request and to investigate the basis of such claim, ; and the Trustees shall be entitled to retain counsel or other advisers advisors in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisers advisors in the event that the Trustees determine not to bring such action. For purposes of this Section 2.11, the Trustees may designate a committee of one or more Trustees to consider a Shareholder demand.

Derivative Actions. (a) No Personperson, other than a Trustee, who is not a Shareholder of a particular Series or Class class shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series or Classclass. No Shareholder of a Series or a Class class may maintain a derivative action on behalf of the Trust with respect to such Series or Class class unless holders of at least twenty ten percent (2010%) of the outstanding Shares of such Series or Class class join in the bringing of such action. (b) . In addition to the requirements set forth in Section 3816 of the Delaware Act, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series or Class class only if the following conditions are met: (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed (for this purpose succeed; and a demand on the Trustees shall only be deemed not likely to succeed and therefore be excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action action, is composed of Trustees who are not “independent trustees” (as that term is defined in the Delaware Act); and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder request and to investigate the basis of such claim, ; and the Trustees shall be entitled to retain counsel or other advisers advisors in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisers advisors in the event that the Trustees determine not to bring such action. For purposes of this Section 6 of Article V, the Trustees may designate a committee of one or more Trustees to consider a Shareholder demand.

Derivative Actions. (a) No Personperson, other than a Trustee, who is not a Shareholder of a particular Series or Class shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust with respect to such Series or ClassCompany. No Shareholder of a Series or a Class may maintain a derivative action on behalf of the Trust with respect to such Series or Class Company unless holders of at least twenty ten percent (2010%) of the outstanding Shares of such Series or Class join in the bringing of such action. The provision in the foregoing sentence does not apply to claims arising under the federal securities laws. (b) In addition to the requirements set forth in Section 3816 of the Statutory Trust Act, a Shareholder may bring a derivative action on behalf of the Trust with respect to a Series or Class Company only if the following conditions are met: (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed (for this purpose succeed; and a demand on the Trustees shall only be deemed not likely to succeed and therefore be excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action action, is composed of Trustees who are not “independent trustees” (as that term is defined in the Statutory Trust Act); and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time (in any case, not less than ninety (90) days) to consider such Shareholder request and to investigate the basis of such claim, ; and the Trustees shall be entitled to retain counsel or other advisers advisors in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust Company for the expense of any such advisers advisors in the event that the Trustees determine not to bring such action.