Common use of Derivative Actions Clause in Contracts

Derivative Actions. (a) The purpose of this Section 9.8 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. (b) Subject to the Delaware Act, no Shareholder may bring a derivative or similar action or proceeding in the right of the Trust or any Series to recover a judgment in its favor (a “derivative action”) unless each of the following conditions is met: (i) Each Complaining Shareholder was a Shareholder of (A) the Series on behalf of or in the right of which the action is proposed to be brought and (B) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”), at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time; (ii) Each Complaining Shareholder was a Shareholder of the affected Series or Class at the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative action, the Complaining Shareholders have made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the affected Series or Class (a “demand”), which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholders, each of which shall be unaffiliated and unrelated (by blood or by marriage) to any other Complaining Shareholder executing such written demand and (B) shall include at least the following: (1) a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made and the reasonably estimated damages or other relief sought; (2) a statement to the effect that the Complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right of the affected Series or Class and an explanation of why the Complaining Shareholders believe that to be the case; (3) a certification that the requirements of subparagraphs (i) and (ii) of this paragraph (b) have been met, as well as information reasonably designed to allow the Trustees to verify that certification; (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining Shareholder at the time set forth in subparagraphs (i), (ii) and (iii) of this paragraph (b) and an undertaking that each Complaining Shareholder will be a Shareholder of the affected Series or Class as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining Shareholders of any such Shares within three business days thereof; and (6) an acknowledgment of the provisions of paragraphs (f) and (g) of this Section 9.8 below; (iv) Shareholders owning Shares representing at least ten percent (10%) of the voting power of the affected Series or Class must join in initiating the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs (i) through (iv) above have already been met and the derivative action has not been barred in accordance with paragraph (d) below. (c) Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements above, those Trustees who are independent for purposes of considering the demand or a committee comprised of some or all of such Trustees (the “independent Trustees”) will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day period, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the period. Trustees who are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (d) If the demand has been properly made under paragraph (b) of this Section 9.8, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the Trust, the demand shall be rejected and the Complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining Shareholders of any decision reached under this paragraph (d) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, within five business days of such decision having been reached. (e) If notice of a decision has not been sent to the Complaining Shareholders or the Shareholders’ counsel within the time permitted by paragraph (d) above, and subparagraphs (i) through (v) of paragraph (b) above have been complied with, the Complaining Shareholders shall not be barred by this Declaration from commencing a derivative action. (f) A Complaining Shareholder whose demand is rejected pursuant to paragraph (d) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (g) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any attorneys’ fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (h) No Shareholder may make demand or commence a derivative action on behalf of any Series of the Trust of which he or she is not a shareholder.

Derivative Actions. (a) The purpose of this In addition to the requirements set forth in Section 9.8 is to adopt additional standards and restrictions to protect the interests 3816 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. (b) Subject to the Delaware ActDSTA, no Shareholder may bring a derivative or similar action or proceeding in the right of the Trust or any Series to recover a judgment in its favor (a “derivative actionDerivative Action”) unless each of the following conditions is met: (i) Each Complaining complaining Shareholder was a Shareholder of (A1) the Series on behalf of or in the right of which the action Derivative Action is proposed to be brought and (B2) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”)affected, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person person who was a Shareholder at that time; (ii) Each Complaining complaining Shareholder was a Shareholder of the affected Series or Class at the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative actionDerivative Action, the Complaining complaining Shareholders have made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the affected Series or Class (a “demand”)Class, which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholderscomplaining Shareholders who together hold not less than ten percent (10%) of the outstanding Shares of the affected Series or Class, each none of which shall be unaffiliated and unrelated related to (by blood or by marriage) to or otherwise affiliated with any other Complaining complaining Shareholder executing such written demand (other than as Shareholders of the Trust); and (B) shall include at least the following: (1) . a copy of the proposed derivative complaint, setting forth a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made and the reasonably estimated damages or other relief sought; (2) . a statement to the effect that the Complaining complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right rights of the affected Series or Class and an explanation of why the Complaining complaining Shareholders believe that to be the case; (3) . a certification that the requirements of subparagraphs sub-paragraphs (i) and (ii) of this paragraph (ba) have been met, as well as information and documentation reasonably designed to allow the Trustees to verify that certification; (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) . a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining complaining Shareholder at the time set forth in subparagraphs clauses (i), (ii) and (iii) of this paragraph subsection (ba) and an undertaking that each Complaining complaining Shareholder will be a Shareholder of the affected Series or Class as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining complaining Shareholders of any such Shares within three business days thereof; and (6) 5. an acknowledgment of the provisions of paragraphs (fd) and (ge) of this Article V Section 9.8 6 below;; and (iv) Shareholders owning Shares representing at least ten percent (10%) of the voting power of the affected Series or Class must join in initiating the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs (i) through (iv) above have already been met and the The derivative action has not been barred in accordance with paragraph (db)(i) below. (cb) Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements above, those Trustees who are independent for purposes not deemed to be “interested persons” of considering the demand or a committee comprised of some or all of such Trustees Trust as that term is defined in the 1940 Act (the “i.e., independent Trustees”) will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day period, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the period. Trustees who are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (di) If the demand has been properly made under paragraph (ba) of this Article V Section 9.86, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the Trust, the demand shall be rejected and the Complaining complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall either cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively derivatively, or permit the Complaining complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining complaining Shareholders of any decision reached under this sub-paragraph (di) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, within five business days of such decision having been reached. (eii) If notice of a decision has not been sent to the Complaining complaining Shareholders or the Shareholders’ counsel within the time permitted by sub-paragraph (di) above, and subparagraphs sub-paragraphs (i) through (viv) of paragraph (ba) above have been complied with, the Complaining complaining Shareholders shall not be barred by this Declaration of Trust from commencing a derivative action. (fc) A Complaining complaining Shareholder whose demand is rejected pursuant to paragraph (db)(i) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Article V Section 9.8 6 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Article V Section 9.86. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (gd) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any Any attorneys’ fees so incurred by a Complaining complaining Shareholder other than fees that are reasonable and that do not exceed an amount the Trust is obligated to pay on the basis of hourly rates shall be calculated using reasonable hourly rates. (he) No A Shareholder may make demand or of a particular Series of the Trust shall not be entitled in such capacity to commence a derivative action on behalf of any other Series of the Trust of which he or she is not a shareholderTrust.

Derivative Actions. (a) The purpose of this Section 9.8 9.08 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. (b) Subject to the Delaware Act, no Shareholder may bring a derivative or similar action or proceeding in the right of the Trust or any Series to recover a judgment in its favor (a “derivative action”) unless each of the following conditions is met: (i) Each Complaining Shareholder was a Shareholder of (A) the Series on behalf of or in the right of which the action is proposed to be brought and (B) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”), at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time; (ii) Each Complaining Shareholder was a Shareholder of the affected Series or Class at the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative action, the Complaining Shareholders have made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the affected Series or Class (a “demand”), which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholders, each of which shall be unaffiliated and unrelated (by blood or by marriage) to any other Complaining Shareholder executing such written demand and (B) shall include at least the following: (1A) a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made and the reasonably estimated damages or other relief sought; (2B) a statement to the effect that the Complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right of the affected Series or Class and an explanation of why the Complaining Shareholders believe that to be the case; (3C) a certification that the requirements of subparagraphs (i) and (ii) of this paragraph (b) have been met, as well as information reasonably designed to allow the Trustees to verify that certification; (4D) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5E) a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining Shareholder at the time set forth in subparagraphs (i), (ii) and (iii) of this paragraph (b) and an undertaking that each Complaining Shareholder will be a Shareholder of the affected Series or Class as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining Shareholders of any such Shares within three business days thereof; and (6F) an acknowledgment of the provisions of paragraphs (f) and (g) of this Section 9.8 9.08 below; (iv) Shareholders owning Shares representing at least ten percent (10%) of the voting power of the affected Series or Class must join in initiating the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs (i) through (iv) above have already been met and the derivative action has not been barred in accordance with paragraph (d) below. (c) Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements above, those Trustees who are independent for purposes of considering the demand or a committee comprised of some or all of such Trustees (the “independent Trustees”) will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day period, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the period. Trustees who are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (d) If the demand has been properly made under paragraph (b) of this Section 9.89.08, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the Trust, the demand shall be rejected and the Complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively; provided, provided however however, that any counsel representing the interests of the Trust shall be approved by the Trustees. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining Shareholders of any decision reached under this paragraph (d) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, within five business days of such decision having been reached. (e) If notice of a decision has not been sent to the Complaining Shareholders or the Shareholders’ counsel within the time permitted by paragraph (d) above, and subparagraphs (i) through (v) of paragraph (b) above have been complied with, the Complaining Shareholders shall not be barred by this Declaration from commencing a derivative action. (f) A Complaining Shareholder whose demand is rejected pursuant to paragraph (d) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 9.08 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.89.08. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (g) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any attorneys’ fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (h) No Shareholder may make demand or commence a derivative action on behalf of any Series of the Trust of which he or she is not a shareholder.

Derivative Actions. (a) The purpose of this In addition to the requirements set forth in Section 9.8 is to adopt additional standards and restrictions to protect the interests 3816 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. (b) Subject to the Delaware ActDSTA, no Shareholder may bring a derivative or similar action or proceeding in the right of the Trust or any Series to recover a judgment in its favor (a “derivative actionDerivative Action”) unless each of the following conditions is met: (i) Each Complaining complaining Shareholder was a Shareholder of (A1) the Series on behalf of or in the right of which the action Derivative Action is proposed to be brought and (B2) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”)affected, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person person who was a Shareholder at that time; (ii) Each Complaining complaining Shareholder was a Shareholder of the affected Series or Class class at the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative actionDerivative Action, the Complaining complaining Shareholders have made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the affected Series or Class (a “demand”)class, which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholderscomplaining Shareholders who together hold not less than ten percent (10%) of the outstanding Shares of the affected Series or class, each none of which shall be unaffiliated and unrelated related to (by blood or by marriage) to or otherwise affiliated with any other Complaining complaining Shareholder executing such written demand (other than as Shareholders of the Trust); and (B) shall include at least the following: (1) . a copy of the proposed derivative complaint, setting forth a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made and the reasonably estimated damages or other relief sought; (2) . a statement to the effect that the Complaining complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right rights of the affected Series or Class class and an explanation of why the Complaining complaining Shareholders believe that to be the case; (3) . a certification that the requirements of subparagraphs sub-paragraphs (i) and (ii) of this paragraph (ba) have been met, as well as information and documentation reasonably designed to allow the Trustees to verify that certification; (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) . a certification of the number of Shares of the affected Series or Class class owned beneficially or of record by each Complaining complaining Shareholder at the time set forth in subparagraphs clauses (i), (ii) and (iii) of this paragraph subsection (ba) and an undertaking that each Complaining complaining Shareholder will be a Shareholder of the affected Series or Class as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining complaining Shareholders of any such Shares within three business days thereof; and (6) 5. an acknowledgment of the provisions of paragraphs (fd) and (ge) of this Article V Section 9.8 6 below;; and (iv) Shareholders owning Shares representing at least ten percent (10%) of the voting power of the affected Series or Class must join in initiating the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs (i) through (iv) above have already been met and the The derivative action has not been barred in accordance with paragraph (db)(i) below. (cv) Article V, Section 6(a)(iii) shall not apply to claims arising under the federal securities laws. (b) Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements above, those Trustees who are independent for purposes not deemed to be “interested persons” of considering the demand or a committee comprised of some or all of such Trustees Trust as that term is defined in the 1940 Act (the “i.e., independent Trustees”) will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day period, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the period. Trustees who are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (di) If the demand has been properly made under paragraph (ba) of this Article V Section 9.86, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the Trust, the demand shall be rejected and the Complaining complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall either cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively derivatively, or permit the Complaining complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining complaining Shareholders of any decision reached under this sub-paragraph (di) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, within five business days of such decision having been reached. (eii) If notice of a decision has not been sent to the Complaining complaining Shareholders or the Shareholders’ counsel within the time permitted by sub-paragraph (di) above, and subparagraphs sub-paragraphs (i) through (viv) of paragraph (ba) above have been complied with, the Complaining complaining Shareholders shall not be barred by this Declaration of Trust from commencing a derivative action. (fc) A Complaining complaining Shareholder whose demand is rejected pursuant to paragraph (db)(i) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Article V Section 9.8 6 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Article V Section 9.86. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. This Article V Section 6(c) shall not apply to claims arising under the federal securities laws. (gd) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining complaining Shareholder in any circumstances only if required by applicable law. Neither the Trust nor the affected Series shall be obligated to pay any Any attorneys’ fees so incurred by a Complaining complaining Shareholder other than fees that are reasonable and that do not exceed an amount the Trust is obligated to pay on the basis of hourly rates shall be calculated using reasonable hourly rates. (he) No A Shareholder may make demand or of a particular Series of the Trust shall not be entitled in such capacity to commence a derivative action on behalf of any other Series of the Trust of which he or she is not a shareholderTrust.

Derivative Actions. (a) The purpose of this In addition to the requirements set forth in Section 9.8 is to adopt additional standards and restrictions to protect the interests 3816 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. (b) Subject to the Delaware ActDSTA, no Shareholder may bring a derivative or similar action or proceeding in the right of the Trust or any Series to recover a judgment in its favor (a “derivative actionDerivative Action”) unless each of the following conditions is met: (i) Each Complaining complaining Shareholder was a Shareholder of (A1) the Series on behalf of or in the right of which the action Derivative Action is proposed to be brought and (B2) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”)affected, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person person who was a Shareholder at that time; (ii) Each Complaining complaining Shareholder was a Shareholder of the affected Series or Class class at the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative actionDerivative Action, the Complaining complaining Shareholders have made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the affected Series or Class (a “demand”)class, which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholderscomplaining Shareholders who together hold not less than ten percent (10%) of the outstanding Shares of the affected Series or class, each none of which shall be unaffiliated and unrelated related to (by blood or by marriage) to or otherwise affiliated with any other Complaining complaining Shareholder executing such written demand (other than as Shareholders of the Trust); and (B) shall include at least the following: (1) . a copy of the proposed derivative complaint, setting forth a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made and the reasonably estimated damages or other relief sought; (2) a statement to the effect that the Complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right of the affected Series or Class and an explanation of why the Complaining Shareholders believe that to be the case; (3) a certification that the requirements of subparagraphs (i) and (ii) of this paragraph (b) have been met, as well as information reasonably designed to allow the Trustees to verify that certification; (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining Shareholder at the time set forth in subparagraphs (i), (ii) and (iii) of this paragraph (b) and an undertaking that each Complaining Shareholder will be a Shareholder of the affected Series or Class as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining Shareholders of any such Shares within three business days thereof; and (6) an acknowledgment of the provisions of paragraphs (f) and (g) of this Section 9.8 below; (iv) Shareholders owning Shares representing at least ten percent (10%) of the voting power of the affected Series or Class must join in initiating the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs (i) through (iv) above have already been met and the derivative action has not been barred in accordance with paragraph (d) below. (c) Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements above, those Trustees who are independent for purposes of considering the demand or a committee comprised of some or all of such Trustees (the “independent Trustees”) will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day period, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the period. Trustees who are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (d) If the demand has been properly made under paragraph (b) of this Section 9.8, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the Trust, the demand shall be rejected and the Complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining Shareholders of any decision reached under this paragraph (d) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, within five business days of such decision having been reached. (e) If notice of a decision has not been sent to the Complaining Shareholders or the Shareholders’ counsel within the time permitted by paragraph (d) above, and subparagraphs (i) through (v) of paragraph (b) above have been complied with, the Complaining Shareholders shall not be barred by this Declaration from commencing a derivative action. (f) A Complaining Shareholder whose demand is rejected pursuant to paragraph (d) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (g) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any attorneys’ fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (h) No Shareholder may make demand or commence a derivative action on behalf of any Series of the Trust of which he or she is not a shareholder.

Derivative Actions. (a) The purpose of this In addition to the requirements set forth in Section 9.8 is to adopt additional standards and restrictions to protect the interests 3816 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. (b) Subject to the Delaware ActDSTA, no Shareholder may bring a derivative or similar action or proceeding in the right of the Trust or any Series to recover a judgment in its favor (a “derivative actionDerivative Action”) unless each of the following conditions is met: (i) Each Complaining complaining Shareholder was a Shareholder of (A1) the Series on behalf of or in the right of which the action Derivative Action is proposed to be brought and (B2) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”)affected, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person person who was a Shareholder at that time; (ii) Each Complaining complaining Shareholder was a Shareholder of the affected Series or Class at the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative actionDerivative Action, the Complaining complaining Shareholders have made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the affected Series or Class (a “demand”)Class, which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholderscomplaining Shareholders who together hold not less than ten percent (10%) of the outstanding Shares of the affected Series or Class, each none of which shall be unaffiliated and unrelated related to (by blood or by marriage) to or otherwise affiliated with any other Complaining complaining Shareholder executing such written demand (other than as Shareholders of the Trust); and (B) shall include at least the following: (1) . a copy of the proposed derivative complaint, setting forth a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made and the reasonably estimated damages or other relief sought; (2) . a statement to the effect that the Complaining complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right rights of the affected Series or Class and an explanation of why the Complaining complaining Shareholders believe that to be the case; (3) . a certification that the requirements of subparagraphs sub-paragraphs (i) and (ii) of this paragraph (ba) have been met, as well as information and documentation reasonably designed to allow the Trustees to verify that certification; (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) . a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining complaining Shareholder at the time set forth in subparagraphs clauses (i), (ii) and (iii) of this paragraph subsection (ba) and an undertaking that each Complaining complaining Shareholder will be a Shareholder of the affected Series or Class as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining complaining Shareholders of any such Shares within three business days thereof; and (6) 5. an acknowledgment of the provisions of paragraphs (fd) and (ge) of this Article V Section 9.8 6 below;; and (iv) Shareholders owning Shares representing at least ten percent (10%) of the voting power of the affected Series or Class must join in initiating the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs (i) through (iv) above have already been met and the The derivative action has not been barred in accordance with paragraph (db)(i) below. (cb) Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements above, those Trustees who are independent for purposes not deemed to be “interested persons” of considering the demand or a committee comprised of some or all of such Trustees Trust as that term is defined in the 1940 Act (the “i.e., independent Trustees”) will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day period, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the period. Trustees who are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (di) If the demand has been properly made under paragraph (ba) of this Article V Section 9.86, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the Trust, the demand shall be rejected and the Complaining complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall either cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively derivatively, or permit the Complaining complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining complaining Shareholders of any decision reached under this sub-paragraph (di) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, within five business days of such decision having been reached. (eii) If notice of a decision has not been sent to the Complaining complaining Shareholders or the Shareholders’ counsel within the time permitted by sub-paragraph (di) above, and subparagraphs sub-paragraphs (i) through (viv) of paragraph (ba) above have been complied with, the Complaining complaining Shareholders shall not be barred by this Declaration of Trust from commencing a derivative action. (fc) A Complaining complaining Shareholder whose demand is rejected pursuant to paragraph (db)(i) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Article V Section 9.8 6 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Article V Section 9.86. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (gd) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any Any attorneys’ fees so incurred by a Complaining complaining Shareholder other than fees that are reasonable and that do not exceed an amount the Trust is obligated to pay on the basis of hourly rates shall be calculated using reasonable hourly rates. (he) No A Shareholder may make demand or of a particular Series of the Trust shall not be entitled in such capacity to commence a derivative action on behalf of any other Series of the Trust of which he or she is not a shareholderTrust.

Derivative Actions. In addition to all suits, claims or other actions (collectively, “claims”) that under applicable law must be brought as derivative claims, each Shareholder of the Trust or any series or class thereof agrees that any claim that affects all Shareholders of the Trust or any series or class equally, that is, proportionately based on their number of outstanding Shares in the Trust or in such series or class, must be brought as a derivative claim subject to this Section 12.3 irrespective of whether such claim involves a violation of the Shareholders’ rights under this Declaration or any other alleged violation of contractual or individual rights that might otherwise give rise to a direct claim. (a) The purpose of this Section 9.8 is to adopt additional standards and restrictions to protect the interests Shareholders 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. (b) Subject to the Delaware Act, no Shareholder or any series or class may not bring a derivative or similar action or proceeding in to enforce the right of the Trust or any Series to recover a judgment in its favor (a “derivative action”) an affected series or class, as applicable, unless each of the following conditions is met: (i) Each Complaining complaining Shareholder was a Shareholder of (A) the Series on behalf of Trust or in the right of which the action is proposed to be brought and (B) a Class of the Series affected by the action series or failure to act complained ofclass, to the extent that fewer than all Classes were affected (the “affected Series or Class”)as applicable, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time; (ii) Each Complaining complaining Shareholder was a Shareholder of the Trust or the affected Series series or Class at class, as applicable, as of the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative action, the Complaining complaining Shareholders have made a written demand on to the Board of Trustees requesting that the Trustees they cause the Trust or affected series or class, as applicable, to file the action itself on behalf of the affected Series or Class (a “demand”)itself. In order to warrant consideration, which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholders, each of which shall be unaffiliated and unrelated (by blood or by marriage) to any other Complaining Shareholder executing such written demand and (B) shall must include at least the following: (1) a detailed description of the action or failure to act complained of, of and the facts upon which each such allegation is made and the reasonably estimated damages or other relief soughtmade; (2) a statement to the effect that the Complaining complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right of the Trust or the affected Series series or Class class, as applicable and an explanation of why the Complaining complaining Shareholders believe that to be the case; (3) a certification that the requirements of subparagraphs sub-paragraphs (i) and (ii) of this paragraph (b) have been met, as well as information reasonably designed to allow the Trustees to verify that certification;; and (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining Shareholder at the time set forth in subparagraphs (i), (ii) and (iii) of this paragraph (b) and an undertaking that each Complaining complaining Shareholder will be a Shareholder of the Trust or the affected Series series or Class class, as applicable as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining Shareholders of any such Shares within three business days thereof; and (6) an acknowledgment of the provisions of paragraphs (f) and (g) of this Section 9.8 belowaction; (iv) Shareholders owning Shares representing at At least ten percent (10%) % of the voting power Shareholders of the Trust or the affected Series series or Class class, as applicable, must join in initiating bringing the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs sub-paragraphs (i) through (ivi)-(iv) above have already been met and the derivative action has not been barred in accordance with paragraph (db)(ii) below. (cb) Demands for derivative action submitted in accordance with the requirements above will be considered by those Trustees who are not deemed to be Interested Persons of the Trust. Within 90 30 calendar days of the receipt of a Shareholder such demand submitted in accordance with by the requirements aboveBoard of Trustees, those Trustees who are independent for purposes of considering the demand or a committee comprised of some or all of such Trustees (the “independent Trustees”) will consider, with the assistance of counsel who may not deemed to be retained by such Trustees on behalf and at the expense Interested Persons of the Trust, Trust will consider the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to Trust or the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day periodaffected series or class, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the periodapplicable. Trustees who that are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a demand for derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (di) If the demand for derivative action has not been considered within 30 calendar days of the receipt of such demand by the Board of Trustees, a decision has not been communicated to the complaining Shareholders within the time permitted by sub-paragraph (ii) below, and sub-paragraphs (i)-(iv) of paragraph (a) above have been met, the complaining Shareholders shall not be barred by this Declaration from commencing a derivative action. (ii) If the demand for derivative action has been properly made under paragraph (b) considered by the Board of this Section 9.8Trustees, and a majority of those Trustees who are not deemed to be Interested Persons of the independent Trustees have considered Trust, after considering the merits of the claim and have claim, has determined that maintaining a suit would not be in the best interests of the TrustTrust or the affected series or class, as applicable, the demand complaining Shareholders shall be rejected and barred from commencing the Complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trustaction. If upon such consideration a majority the appropriate members of the independent Trustees Board determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence initiation of that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Board of Trustees, or the appropriate officers of the Trust, shall inform the Complaining complaining Shareholders of any decision reached under this sub-paragraph (dii) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, writing within five business days of such decision having been reached. (ec) If notice A Shareholder of a decision has not been sent to particular series or class of the Complaining Shareholders or the Shareholders’ counsel within the time permitted by paragraph (d) above, and subparagraphs (i) through (v) of paragraph (b) above have been complied with, the Complaining Shareholders Trust shall not be barred by this Declaration from commencing a derivative action. (f) A Complaining Shareholder whose demand is rejected pursuant entitled to paragraph (d) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series participate in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (g) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any attorneys’ fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (h) No Shareholder may make demand or commence a derivative action on behalf of any Series other series or class of the Trust of which he or she is not a shareholderTrust.

Derivative Actions. (a) The purpose of this In addition to the requirements set forth in Section 9.8 is to adopt additional standards and restrictions to protect the interests 3816 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. (b) Subject to the Delaware ActDSTA, no Shareholder may bring a derivative or similar action or proceeding in the right of the Trust or any Series to recover a judgment in its favor (a “derivative actionDerivative Action”) unless each of the following conditions is met: (i) Each Complaining complaining Shareholder was a Shareholder of (A1) the Series on behalf of or in the right of which the action Derivative Action is proposed to be brought and (B2) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”)affected, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person person who was a Shareholder at that time; (ii) Each Complaining complaining Shareholder was a Shareholder of the affected Series or Class at the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative actionDerivative Action, the Complaining complaining Shareholders have made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the affected Series or Class (a “demand”)Class, which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholderscomplaining Shareholders who together hold not less than ten percent (10%) of the outstanding Shares of the affected Series or Class, each none of which shall be unaffiliated and unrelated related to (by blood or by marriage) to or otherwise affiliated with any other Complaining complaining Shareholder executing such written demand (other than as Shareholders of the Trust); and (B) shall include at least the following: (1) . a copy of the proposed derivative complaint, setting forth a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made and the reasonably estimated damages or other relief sought; (2) a statement to the effect that the Complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right of the affected Series or Class and an explanation of why the Complaining Shareholders believe that to be the case; (3) a certification that the requirements of subparagraphs (i) and (ii) of this paragraph (b) have been met, as well as information reasonably designed to allow the Trustees to verify that certification; (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining Shareholder at the time set forth in subparagraphs (i), (ii) and (iii) of this paragraph (b) and an undertaking that each Complaining Shareholder will be a Shareholder of the affected Series or Class as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining Shareholders of any such Shares within three business days thereof; and (6) an acknowledgment of the provisions of paragraphs (f) and (g) of this Section 9.8 below; (iv) Shareholders owning Shares representing at least ten percent (10%) of the voting power of the affected Series or Class must join in initiating the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs (i) through (iv) above have already been met and the derivative action has not been barred in accordance with paragraph (d) below. (c) Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements above, those Trustees who are independent for purposes of considering the demand or a committee comprised of some or all of such Trustees (the “independent Trustees”) will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day period, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the period. Trustees who are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (d) If the demand has been properly made under paragraph (b) of this Section 9.8, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the Trust, the demand shall be rejected and the Complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining Shareholders of any decision reached under this paragraph (d) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, within five business days of such decision having been reached. (e) If notice of a decision has not been sent to the Complaining Shareholders or the Shareholders’ counsel within the time permitted by paragraph (d) above, and subparagraphs (i) through (v) of paragraph (b) above have been complied with, the Complaining Shareholders shall not be barred by this Declaration from commencing a derivative action. (f) A Complaining Shareholder whose demand is rejected pursuant to paragraph (d) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (g) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any attorneys’ fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (h) No Shareholder may make demand or commence a derivative action on behalf of any Series of the Trust of which he or she is not a shareholder.

Derivative Actions. (a) The purpose of this Section 9.8 is to adopt additional standards and restrictions to protect the interests Shareholders 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. (b) Subject to the Delaware Act, no Shareholder or any Series may not bring a derivative or similar action or proceeding in to enforce the right of the Trust or any Series to recover a judgment in its favor (a “derivative action”) an affected Series, as applicable, unless each of the following conditions is met: (i) Each Complaining complaining Shareholder was a Shareholder of (A) the Series on behalf of Trust or in the right of which the action is proposed to be brought and (B) a Class of the Series affected by the action or failure to act complained ofSeries, to the extent that fewer than all Classes were affected (the “affected Series or Class”)as applicable, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time; (ii) Each Complaining complaining Shareholder was a Shareholder of the Trust or the affected Series or Class at Series, as applicable, as of the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative action, the Complaining complaining Shareholders have made a written demand on to the Board of Trustees requesting that the Trustees they cause the Trust or affected Series, as applicable, to file the action itself on behalf of the affected Series or Class (a “demand”)itself. In order to warrant consideration, which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholders, each of which shall be unaffiliated and unrelated (by blood or by marriage) to any other Complaining Shareholder executing such written demand and (B) shall must include at least the following: (1) a detailed description of the action or failure to act complained of, of and the facts upon which each such allegation is made and the reasonably estimated damages or other relief soughtmade; (2) a statement to the effect that the Complaining complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right of the Trust or the affected Series or Class Series, as applicable and an explanation of why the Complaining complaining Shareholders believe that to be the case; (3) a certification that the requirements of subparagraphs sub-paragraphs (i) and (ii) of this paragraph (b) have been met, as well as information reasonably designed to allow the Trustees to verify that certification;; and (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining Shareholder at the time set forth in subparagraphs (i), (ii) and (iii) of this paragraph (b) and an undertaking that each Complaining complaining Shareholder will be a Shareholder of the Trust or the affected Series or Class Series, as applicable as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining Shareholders of any such Shares within three business days thereof; and (6) an acknowledgment of the provisions of paragraphs (f) and (g) of this Section 9.8 belowaction; (iv) Shareholders owning Shares representing at At least ten percent (10%) % of the voting power Shareholders of the Trust or the affected Series or Class Series, as applicable, must join in initiating bringing the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs sub-paragraphs (i) through (ivi)-(iv) above have already been met and the derivative action has not been barred in accordance with paragraph (db)(ii) below. (cb) Demands for derivative action submitted in accordance with the requirements above will be considered by those Trustees who are not deemed to be Interested Persons of the Trust. Within 90 30 calendar days of the receipt of a Shareholder such demand submitted in accordance with by the requirements aboveBoard of Trustees, those Trustees who are independent for purposes of considering the demand or a committee comprised of some or all of such Trustees (the “independent Trustees”) will consider, with the assistance of counsel who may not deemed to be retained by such Trustees on behalf and at the expense Interested Persons of the Trust, Trust will consider the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to Trust or the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day periodaffected Series, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the periodapplicable. Trustees who that are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (di) If the demand for derivative action has not been considered within 30 calendar days of the receipt of such demand by the Board of Trustees, a decision communicated to the complaining Shareholder within the time permitted by sub-paragraph (ii) below, and sub-paragraphs (i)-(iv) of paragraph (a) above have been met, the complaining Shareholders shall not be barred by this Declaration from commencing a derivative action. (ii) If the demand for derivative action has been properly made under paragraph (b) considered by the Board of this Section 9.8Trustees, and a majority of those Trustees who are not deemed to be Interested Persons of the independent Trustees have considered Trust, after considering the merits of the claim and have claim, has determined that maintaining a suit would not be in the best interests of the TrustTrust or the affected Series, as applicable, the demand complaining Shareholders shall be rejected and barred from commencing the Complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trustaction. If upon such consideration a majority the appropriate members of the independent Trustees Board determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence initiation of that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Board of Trustees, or the appropriate officers of the Trust, shall inform the Complaining complaining Shareholders of any decision reached under this sub-paragraph (dii) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, writing within five business days of such decision having been reached. (ec) If notice A Shareholder of a decision has not been sent to particular Series of the Complaining Shareholders or the Shareholders’ counsel within the time permitted by paragraph (d) above, and subparagraphs (i) through (v) of paragraph (b) above have been complied with, the Complaining Shareholders Trust shall not be barred by this Declaration from commencing a derivative action. (f) A Complaining Shareholder whose demand is rejected pursuant entitled to paragraph (d) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series participate in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (g) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any attorneys’ fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (h) No Shareholder may make demand or commence a derivative action on behalf of any other Series of the Trust of which he or she is not a shareholderTrust.

Derivative Actions. (a) The purpose of this In addition to the requirements set forth in Section 9.8 is to adopt additional standards and restrictions to protect the interests 3816 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. (b) Subject to the Delaware ActDSTA, no Shareholder may bring a derivative or similar action or proceeding in the right of the Trust or any Series to recover a judgment in its favor (a “derivative actionDerivative Action”) unless each of the following conditions is met: (i) Each Complaining complaining Shareholder was a Shareholder of (A1) the Series on behalf of or in the right of which the action Derivative Action is proposed to be brought and (B2) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”)affected, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person person who was a Shareholder at that time; (ii) Each Complaining complaining Shareholder was a Shareholder of the affected Series or Class class at the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative actionDerivative Action, the Complaining complaining Shareholders have made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the affected Series or Class (a “demand”)class, which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholderscomplaining Shareholders who together hold not less than ten percent (10%) of the outstanding Shares of the affected Series or class, each none of which shall be unaffiliated and unrelated related to (by blood or by marriage) to or otherwise affiliated with any other Complaining complaining Shareholder executing such written demand (other than as Shareholders of the Trust); and (B) shall include at least the following: (1) . a copy of the proposed derivative complaint, setting forth a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made and the reasonably estimated damages or other relief sought; (2) . a statement to the effect that the Complaining complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right rights of the affected Series or Class class and an explanation of why the Complaining complaining Shareholders believe that to be the case; (3) . a certification that the requirements of subparagraphs sub-paragraphs (i) and (ii) of this paragraph (ba) have been met, as well as information and documentation reasonably designed to allow the Trustees to verify that certification; (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) . a certification of the number of Shares of the affected Series or Class class owned beneficially or of record by each Complaining complaining Shareholder at the time set forth in subparagraphs clauses (i), (ii) and (iii) of this paragraph subsection (ba) and an undertaking that each Complaining complaining Shareholder will be a Shareholder of the affected Series or Class as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining complaining Shareholders of any such Shares within three business days thereof; and (6) an acknowledgment of the provisions of paragraphs (f) and (g) of this Section 9.8 below; (iv) Shareholders owning Shares representing at least ten percent (10%) of the voting power of the affected Series or Class must join in initiating the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs (i) through (iv) above have already been met and the derivative action has not been barred in accordance with paragraph (d) below. (c) Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements above, those Trustees who are independent for purposes of considering the demand or a committee comprised of some or all of such Trustees (the “independent Trustees”) will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day period, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the period. Trustees who are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (d) If the demand has been properly made under paragraph (b) of this Section 9.8, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the Trust, the demand shall be rejected and the Complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining Shareholders of any decision reached under this paragraph (d) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, within five business days of such decision having been reached. (e) If notice of a decision has not been sent to the Complaining Shareholders or the Shareholders’ counsel within the time permitted by paragraph (d) above, and subparagraphs (i) through (v) of paragraph (b) above have been complied with, the Complaining Shareholders shall not be barred by this Declaration from commencing a derivative action. (f) A Complaining Shareholder whose demand is rejected pursuant to paragraph (d) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (g) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any attorneys’ fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (h) No Shareholder may make demand or commence a derivative action on behalf of any Series of the Trust of which he or she is not a shareholder.

Derivative Actions. (a) The purpose of this Section 9.8 is to adopt additional standards and restrictions to protect the interests Shareholders 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. (b) Subject to the Delaware Act, no Shareholder or any Series may not bring a derivative or similar action or proceeding in to enforce the right of the Trust or any Series to recover a judgment in its favor (a “derivative action”) an affected Series, as applicable, unless each of the following conditions is met: (i) Each Complaining complaining Shareholder was a Shareholder of (A) the Series on behalf of Trust or in the right of which the action is proposed to be brought and (B) a Class of the Series affected by the action or failure to act complained ofSeries, to the extent that fewer than all Classes were affected (the “affected Series or Class”)as applicable, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time; (ii) Each Complaining complaining Shareholder was a Shareholder of the Trust or the affected Series or Class at Series, as applicable, as of the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative action, the Complaining complaining Shareholders have made a written demand on to the Board of Trustees requesting that the Trustees they cause the Trust or affected Series, as applicable, to file the action itself on behalf of the affected Series or Class (a “demand”)itself. In order to warrant consideration, which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholders, each of which shall be unaffiliated and unrelated (by blood or by marriage) to any other Complaining Shareholder executing such written demand and (B) shall must include at least the following: (1) a detailed description of the action or failure to act complained of, of and the facts upon which each such allegation is made and the reasonably estimated damages or other relief soughtmade; (2) a statement to the effect that the Complaining complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right of the Trust or the affected Series or Class Series, as applicable and an a explanation of why the Complaining complaining Shareholders believe that to be the case; (3) a certification that the requirements of subparagraphs sub-paragraphs (i) and (ii) of this paragraph (b) have been met, as well as information reasonably designed to allow the Trustees to verify that certification;; and (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining Shareholder at the time set forth in subparagraphs (i), (ii) and (iii) of this paragraph (b) and an undertaking that each Complaining complaining Shareholder will be a Shareholder of the Trust or the affected Series or Class Series, as applicable as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining Shareholders of any such Shares within three business days thereof; and (6) an acknowledgment of the provisions of paragraphs (f) and (g) of this Section 9.8 belowaction; (iv) Shareholders owning Shares representing at At least ten percent (10%) % of the voting power Shareholders of the Trust or the affected Series or Class Series, as applicable, must join in initiating bringing the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs sub-paragraphs (i) through (ivi)–(iv) above have already been met and the derivative action has not been barred in accordance with paragraph (db)(ii) below. (cb) Demands for derivative action submitted in accordance with the requirements above will be considered by those Trustees who are not deemed to be Interested Persons of the Trust. Within 90 30 calendar days of the receipt of a Shareholder such demand submitted in accordance with by the requirements aboveBoard of Trustees, those Trustees who are independent for purposes of considering the demand or a committee comprised of some or all of such Trustees (the “independent Trustees”) will consider, with the assistance of counsel who may not deemed to be retained by such Trustees on behalf and at the expense Interested Persons of the Trust, Trust will consider the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to Trust or the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day periodaffected Series, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the periodapplicable. Trustees who that are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (di) If the demand for derivative action has not been considered within 30 calendar days of the receipt of such demand by the Board of Trustees, a decision communicated to the complaining Shareholder within the time permitted by sub-paragraph (ii) below, and sub-paragraphs (i)-(iv) of paragraph (a) above have been met, the complaining Shareholders shall not be barred by this Declaration from commencing a derivative action. (ii) If the demand for derivative action has been properly made under paragraph (b) considered by the Board of this Section 9.8Trustees, and a majority of those Trustees who are not deemed to be Interested Persons of the independent Trustees have considered Trust, after considering the merits of the claim and have claim, has determined that maintaining a suit would not be in the best interests of the TrustTrust or the affected Series, as applicable, the demand complaining Shareholders shall be rejected and barred from commencing the Complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trustaction. If upon such consideration a majority the appropriate members of the independent Trustees Board determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence initiation of that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Board of Trustees, or the appropriate officers of the Trust, shall inform the Complaining complaining Shareholders of any decision reached under this sub-paragraph (dii) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, writing within five business days of such decision having been reached. (ec) If notice A Shareholder of a decision has not been sent to particular Series of the Complaining Shareholders or the Shareholders’ counsel within the time permitted by paragraph (d) above, and subparagraphs (i) through (v) of paragraph (b) above have been complied with, the Complaining Shareholders Trust shall not be barred by this Declaration from commencing a derivative action. (f) A Complaining Shareholder whose demand is rejected pursuant entitled to paragraph (d) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series participate in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (g) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any attorneys’ fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (h) No Shareholder may make demand or commence a derivative action on behalf of any other Series of the Trust of which he or she is not a shareholderTrust.

Derivative Actions. (a) The purpose of this Section 9.8 is to adopt additional standards and restrictions to protect To the interests fullest extent permitted by law, Shareholders 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. (b) Subject to the Delaware Act, no Shareholder or any Series may not bring a derivative or similar action or proceeding in to enforce the right of the Trust or any an affected Series to recover a judgment in its favor (a “derivative action”) or Class, as applicable, unless each of the following conditions is met: (i) Each Complaining complaining Shareholder was a Shareholder of (A) the Series on behalf of Trust or in the right of which the action is proposed to be brought and (B) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”), as applicable, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time; (ii) Each Complaining complaining Shareholder was a Shareholder of the Trust or the affected Series or Class at Class, as applicable, as of the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative action, the Complaining complaining Shareholders have made a written demand on to the Board of Trustees requesting that the Trustees they cause the Trust or affected Series or Class, as applicable, to file the action itself on behalf of the affected Series or Class (a “demand”)itself. In order to warrant consideration, which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholders, each of which shall be unaffiliated and unrelated (by blood or by marriage) to any other Complaining Shareholder executing such written demand and (B) shall must include at least the following: (1) a detailed description of the action or failure to act complained of, of and the facts upon which each such allegation is made and the reasonably estimated damages or other relief soughtmade; (2) a statement to the effect that the Complaining complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right of the Trust or the affected Series or Class Class, as applicable, and an explanation of why the Complaining complaining Shareholders believe that to be the case; (3) a certification that the requirements of subparagraphs sub-paragraphs (i) and (ii) of this paragraph (b) above have been met, as well as information reasonably designed to allow the Trustees to verify that certification;; and (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining Shareholder at the time set forth in subparagraphs (i), (ii) and (iii) of this paragraph (b) and an undertaking that each Complaining complaining Shareholder will be a Shareholder of the Trust or the affected Series or Class Class, as applicable, as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining Shareholders of any such Shares within three business days thereof; and (6) an acknowledgment of the provisions of paragraphs (f) and (g) of this Section 9.8 below; (iv) Shareholders owning Shares representing at least ten percent (10%) of the voting power of the affected Series or Class must join in initiating the derivative action; and (viv) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs sub-paragraphs (i) through (ivi)-(iv) above have already been met and the derivative action has not been barred in accordance with paragraph (db)(ii) below. (cb) Demands for derivative action submitted in accordance with the requirements above will be considered by those Trustees who are not deemed to be Interested Persons of the Trust. Within 90 30 calendar days of the receipt of a Shareholder such demand submitted in accordance with by the requirements aboveBoard of Trustees, those Trustees who are independent for purposes of considering the demand or a committee comprised of some or all of such Trustees (the “independent Trustees”) will consider, with the assistance of counsel who may not deemed to be retained by such Trustees on behalf and at the expense Interested Persons of the Trust, Trust will consider the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to Trust or the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day periodaffected Series or Class, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the periodapplicable. Trustees who that are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (di) If the demand for derivative action has not been considered within 30 calendar days of the receipt of such demand by the Board of Trustees, a decision has not been communicated to the complaining Shareholder(s) within the time permitted by sub-paragraph (ii) below, and sub-paragraphs (i)-(iv) of paragraph (a) above have been met, the complaining Shareholders shall not be barred by this Declaration of Trust or the By-Laws from commencing a derivative action. (ii) If the demand for derivative action has been properly made under paragraph (b) considered by the Board of this Section 9.8Trustees, and a majority of those Trustees who are not deemed to be Interested Persons of the independent Trustees have considered Trust, after considering the merits of the claim and have claim, has determined that maintaining a suit would not be in the best interests of the TrustTrust or the affected Series or Class, as applicable, the demand complaining Shareholders shall be rejected and barred from commencing the Complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trustaction. If upon such consideration a majority the appropriate members of the independent Board of Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence initiation of that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Board of Trustees, or the appropriate officers of the Trust, shall inform the Complaining complaining Shareholders of any decision reached under this sub-paragraph (dii) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, writing within five business days of such decision having been reached. (ec) If notice A Shareholder of a decision has not been sent to particular Series or Class of the Complaining Shareholders or the Shareholders’ counsel within the time permitted by paragraph (d) above, and subparagraphs (i) through (v) of paragraph (b) above have been complied with, the Complaining Shareholders Trust shall not be barred by this Declaration from commencing a derivative action. (f) A Complaining Shareholder whose demand is rejected pursuant entitled to paragraph (d) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series participate in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (g) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any attorneys’ fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (h) No Shareholder may make demand or commence a derivative action on behalf of any other Series or Class of the Trust. (d) Under no circumstances shall any derivative action be authorized or permitted unless Shareholders owning Shares representing at least 10% of the voting power of the Trust or the affected Series, as applicable, join in bringing of which he or she is not a shareholdersuch derivative action.

Derivative Actions. (a) The purpose of this In addition to the requirements set forth in Section 9.8 is to adopt additional standards and restrictions to protect the interests 3816 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. (b) Subject to the Delaware ActDSTA, no Shareholder may bring a derivative or similar action or proceeding in the right of the Trust or any Series to recover a judgment in its favor (a “derivative actionDerivative Action”) unless each of the following conditions is met: (i) Each Complaining complaining Shareholder was a Shareholder of (A1) the Series on behalf of or in the right of which the action Derivative Action is proposed to be brought and (B2) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”)affected, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person person who was a Shareholder at that time; (ii) Each Complaining complaining Shareholder was a Shareholder of the affected Series or Class at the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative actionDerivative Action, the Complaining complaining Shareholders have made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the affected Series or Class (a “demand”)Class, which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholderscomplaining Shareholders who together hold not less than ten percent (10%) of the outstanding Shares of the affected Series or Class, each none of which shall be unaffiliated and unrelated related to (by blood or by marriage) to or otherwise affiliated with any other Complaining complaining Shareholder executing such written demand (other than as Shareholders of the Trust); and (B) shall include at least the following: (1) . a copy of the proposed derivative complaint, setting forth a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made and the reasonably estimated damages or other relief sought; (2) . a statement to the effect that the Complaining complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right rights of the affected Series or Class and an explanation of why the Complaining complaining Shareholders believe that to be the case; (3) . a certification that the requirements of subparagraphs sub-paragraphs (i) and (ii) of this paragraph (ba) have been met, as well as information and documentation reasonably designed to allow the Trustees to verify that certification; (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) . a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining complaining Shareholder at the time set forth in subparagraphs clauses (i), (ii) and (iii) of this paragraph subsection (ba) and an undertaking that each Complaining complaining Shareholder will be a Shareholder of the affected Series or Class as of the commencement of and throughout the derivative action Derivative Action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining complaining Shareholders of any such Shares within three business days thereof; and (6) 5. an acknowledgment of the provisions of paragraphs (fd) and (ge) of this Article V Section 9.8 6 below;; and (iv) Shareholders owning Shares representing at least ten percent (10%) of the voting power of the affected Series or Class must join in initiating the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs (i) through (iv) above have already been met and the derivative action The Derivative Action has not been barred in accordance with paragraph (db)(i) below. (cb) Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements above, those Trustees who are independent for purposes not deemed to be “interested persons” of considering the demand or a committee comprised of some or all of such Trustees Trust as that term is defined in the 1940 Act (the “i.e., independent Trustees”) will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day period, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the period. Trustees who are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (di) If the demand has been properly made under paragraph (ba) of this Article V Section 9.86, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the Trust, the demand shall be rejected and the Complaining complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall either cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively derivatively, or permit the Complaining complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining complaining Shareholders of any decision reached under this sub-paragraph (di) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, within five business days of such decision having been reached. (eii) If notice of a decision has not been sent to the Complaining complaining Shareholders or the Shareholders’ counsel within the time permitted by sub-paragraph (di) above, and subparagraphs sub-paragraphs (i) through (viv) of paragraph (ba) above have been complied with, the Complaining complaining Shareholders shall not be barred by this Declaration of Trust from commencing a derivative action. (fc) A Complaining complaining Shareholder whose demand is rejected pursuant to paragraph (db)(i) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Article V Section 9.8 6 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Article V Section 9.86. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (gd) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any Any attorneys’ fees so incurred by a Complaining complaining Shareholder other than fees that are reasonable and that do not exceed an amount the Trust is obligated to pay on the basis of hourly rates shall be calculated using reasonable hourly rates. (he) No A Shareholder may make demand or of a particular Series of the Trust shall not be entitled in such capacity to commence a derivative action on behalf of any other Series of the Trust of which he or she is not a shareholderTrust.

Derivative Actions. (a) The purpose of this Section 9.8 is to adopt additional standards and restrictions to protect To the interests fullest extent permitted by law, Shareholders 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. (b) Subject to the Delaware Act, no Shareholder or any Series may not bring a derivative or similar action or proceeding in to enforce the right of the Trust or any an affected Series to recover a judgment in its favor (a “derivative action”) or Class, as applicable, unless each of the following conditions is met: (i) Each Complaining complaining Shareholder was a Shareholder of (A) the Series on behalf of Trust or in the right of which the action is proposed to be brought and (B) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”), as applicable, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time; (ii) Each Complaining complaining Shareholder was a Shareholder of the Trust or the affected Series or Class at Class, as applicable, as of the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative action, the Complaining complaining Shareholders have made a written demand on to the Board of Trustees requesting that the Trustees they cause the Trust or affected Series or Class, as applicable, to file the action itself on behalf of the affected Series or Class (a “demand”)itself. In order to warrant consideration, which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholders, each of which shall be unaffiliated and unrelated (by blood or by marriage) to any other Complaining Shareholder executing such written demand and (B) shall must include at least the following: (1) a detailed description of the action or failure to act complained of, of and the facts upon which each such allegation is made and the reasonably estimated damages or other relief soughtmade; (2) a statement to the effect that the Complaining complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right of the Trust or the affected Series or Class Class, as applicable, and an explanation of why the Complaining complaining Shareholders believe that to be the case; (3) a certification that the requirements of subparagraphs sub-paragraphs (i) and (ii) of this paragraph (b) above have been met, as well as information reasonably designed to allow the Trustees to verify that certification;; and (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining Shareholder at the time set forth in subparagraphs (i), (ii) and (iii) of this paragraph (b) and an undertaking that each Complaining complaining Shareholder will be a Shareholder of the Trust or the affected Series or Class Class, as applicable, as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining Shareholders of any such Shares within three business days thereof; and (6) an acknowledgment of the provisions of paragraphs (f) and (g) of this Section 9.8 below; (iv) Shareholders owning Shares representing at least ten percent (10%) of the voting power of the affected Series or Class must join in initiating the derivative action; and (viv) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs sub-paragraphs (i) through (ivi)-(iv) above have already been met and the derivative action has not been barred in accordance with paragraph (db)(ii) below. (cb) Demands for derivative action submitted in accordance with the requirements above will be considered by those Trustees who are not deemed to be Interested Persons of the Trust. Within 90 30 calendar days of the receipt of a Shareholder such demand submitted in accordance with by the requirements aboveBoard of Trustees, those Trustees who are independent for purposes of considering the demand or a committee comprised of some or all of such Trustees (the “independent Trustees”) will consider, with the assistance of counsel who may not deemed to be retained by such Trustees on behalf and at the expense Interested Persons of the Trust, Trust will consider the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to Trust or the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day periodaffected Series or Class, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the periodapplicable. Trustees who that are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (di) If the demand for derivative action has not been considered within 30 calendar days of the receipt of such demand by the Board of Trustees, a decision has not been communicated to the complaining Shareholder(s) within the time permitted by sub-paragraph (ii) below, and sub-paragraphs (i)-(iv) of paragraph (a) above have been met, the complaining Shareholders shall not be barred by this Declaration of Trust or the By-Laws from commencing a derivative action. (ii) If the demand for derivative action has been properly made under paragraph (b) considered by the Board of this Section 9.8Trustees, and a majority of those Trustees who are not deemed to be Interested Persons of the independent Trustees have considered Trust, after considering the merits of the claim and have claim, has determined that maintaining a suit would not be in the best interests of the TrustTrust or the affected Series or Class, as applicable, the demand complaining Shareholders shall be rejected and barred from commencing the Complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trustaction. If upon such consideration a majority the appropriate members of the independent Board of Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence initiation of that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Board of Trustees, or the appropriate officers of the Trust, shall inform the Complaining complaining Shareholders of any decision reached under this sub-paragraph (dii) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, writing within five business days of such decision having been reached. (ec) If notice A Shareholder of a decision has not been sent to particular Series or Class of the Complaining Shareholders or the Shareholders’ counsel within the time permitted by paragraph (d) above, and subparagraphs (i) through (v) of paragraph (b) above have been complied with, the Complaining Shareholders Trust shall not be barred by this Declaration from commencing a derivative action. (f) A Complaining Shareholder whose demand is rejected pursuant entitled to paragraph (d) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series participate in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (g) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any attorneys’ fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (h) No Shareholder may make demand or commence a derivative action on behalf of any other Series or Class of the Trust. (d) Under no circumstances shall any derivative action be authorized or permitted unless Shareholders owning Shares representing at least 10% of the voting power of the Trust or the affected Series, as applicable, join in bringing of which he or she is not a shareholder.such derivative action

Derivative Actions. (a) The purpose of this Section 9.8 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. (b) Subject to the Delaware Act, no Shareholder may bring a derivative or similar action or proceeding in the right of the Trust or any Series Class to recover a judgment in its favor (a “derivative action”) unless each of the following conditions is met: (i) Each Complaining Shareholder Shareholder, as defined below, was a Shareholder of (A) the Series Trust or of the Class on behalf of or in the right or name of which the action is proposed to be brought and (B) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”), at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time; (ii) Each Complaining Shareholder was a Shareholder of the Trust or the affected Series or Class at the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative action, the Complaining Shareholders have made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the Trust or the affected Series or Class (a “demand”), which demand (A) shall be executed by or on behalf of no less fewer than three Complaining Shareholders, each of which shall be unaffiliated and unrelated (by blood or by marriage) to any other Complaining Shareholder executing such written demand demand; and (B) shall include at least the following: (1) a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made and the reasonably estimated damages or other relief sought; (2) a statement to the effect that the Complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right of the Trust or the affected Series or Class and an explanation of why the Complaining Shareholders believe that to be the case; (3) a certification that the requirements of subparagraphs (i) and (ii) of this paragraph (ba) have been met, as well as information and documentation reasonably designed to allow the Trustees to verify that certification; (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) a certification by each Complaining Shareholder of the number of Shares of the Trust or the affected Series or Class owned beneficially or of record by each such Complaining Shareholder at the time set forth in subparagraphs (i), (ii) and (iiiii) of this paragraph (ba) and an undertaking by each Complaining Shareholder that each such Complaining Shareholder will be a Shareholder of the Trust or the affected Series or Class as of the commencement of and throughout the derivative action action, and that during such period each Complaining Shareholder will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining Shareholders of any such Shares within three business days thereof; and (6) an acknowledgment of the provisions of paragraphs (fe) and (gf) of this Section 9.8 below; (iv) Shareholders owning who held (or subsequently acquired in accordance with subparagraph (i) above) Shares of the affected Classes at the times specified in subparagraphs (i) and (ii) above and who own, at the commencement of the derivative action, Shares representing at least ten percent (10%) of the voting power Outstanding Shares of the Trust or the affected Series or Class must join in initiating the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs (i) through (iv) above have already been met and the derivative action has not been barred in accordance with paragraph (dc) below. (cb) Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements set forth in subparagraph (iii) of paragraph (b) above, those Trustees who are independent for purposes of considering the demand or a committee comprised of some or all of such Trustees (the “independent Trustees”) will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the TrustTrust or the affected Class, as applicable; provided, however, that the independent Trustees shall not be required to consider a Shareholder demand that is not submitted in accordance with the requirements set forth in subparagraph (iii) of paragraph (b) above. If, during this 90-day period, those independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day period, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the period. Trustees who are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (dc) If the demand has been properly made under subparagraph (iii) of paragraph (ba) of this Section 9.8above, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the TrustTrust or the affected Class, as applicable, the demand shall be rejected and the Complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust or the affected Class shall be approved by the Trustees. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining Shareholders of any decision reached under this paragraph (dc) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, within five business days of such decision having been reached. (ed) If notice of a decision has not been sent to the Complaining Shareholders or the Shareholders’ counsel within the time permitted by paragraph (dc) above, and subparagraphs (i) through (v) of paragraph (ba) above have been complied with, the Complaining Shareholders shall not be barred by this Declaration from commencing a derivative action. (fe) A Complaining Shareholder whose demand is rejected pursuant to paragraph (dc) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (gf) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any Any attorneys’ fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (hg) No Shareholder may make demand or commence a derivative action on behalf of any Series Class of the Trust of which he or she is not a shareholder.

Derivative Actions. (a) The purpose of this Section 9.8 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. (b) Subject to the Delaware Act, no Shareholder may bring a derivative or similar action or proceeding in the right of the Trust or any Series Class to recover a judgment in its favor (a “"derivative action”") unless each of the following conditions is met: (i) Each Complaining Shareholder Shareholder, as defined below, was a Shareholder of (A) the Series Trust or of the Class on behalf of or in the right of which the action is proposed to be brought and (B) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “"affected Series or Class”"), at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time; (ii) Each Complaining Shareholder was a Shareholder of the Trust or the affected Series or Class at the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative action, the Complaining Shareholders have made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the Trust or the affected Series or Class (a “"demand”"), which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholders, each of which shall be unaffiliated and unrelated (by blood or by marriage) to any other Complaining Shareholder executing such written demand demand; and (B) shall include at least the following: (1) a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made and the reasonably estimated damages or other relief sought; (2) a statement to the effect that the Complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right of the Trust or the affected Series or Class and an explanation of why the Complaining Shareholders believe that to be the case; (3) a certification that the requirements of subparagraphs (i) and (ii) of this paragraph (ba) have been met, as well as information reasonably designed to allow the Trustees to verify that certification; (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) a certification by each Complaining Shareholder of the number of Shares of the Trust or the affected Series or Class owned beneficially or of record by each such Complaining Shareholder at the time set forth in subparagraphs (i), (ii) and (iii) of this paragraph (ba) and an undertaking by each Complaining Shareholder that each such Complaining Shareholder will be a Shareholder of the Trust or the affected Series or Class as of the commencement of and throughout the derivative action action, and that during such period each Complaining Shareholder will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining Shareholders of any such Shares within three business days thereof; and (6) an acknowledgment of the provisions of paragraphs (fe) and (gf) of this Section 9.8 below; (iv) Shareholders owning Shares representing at least ten percent (10%) of the voting power Outstanding Shares of the Trust or the affected Series or Class must join in initiating the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs (i) through (iv) above have already been met and the derivative action has not been barred in accordance with paragraph (dc) below. (cb) Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements above, those Trustees who are independent for purposes of considering the demand or a committee comprised of some or all of such Trustees (the “"independent Trustees”") will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the TrustTrust or the affected Class, as applicable. If, during this 90-day period, those independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day period, as may be extended as provided hereunder, the “"review period”"). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining Shareholders, or, the Shareholders’ ' counsel if represented by counsel, in writing within five business days of any decision to extend the period. Trustees who are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (dc) If the demand has been properly made under paragraph (ba) of this Section 9.8, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the TrustTrust or the affected Class, as applicable, the demand shall be rejected and the Complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust or the affected Class shall be approved by the Trustees. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining Shareholders of any decision reached under this paragraph (dc) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining Shareholder, or the Shareholder’s 's counsel, if represented by counsel, within five business days of such decision having been reached. (ed) If notice of a decision has not been sent to the Complaining Shareholders or the Shareholders’ ' counsel within the time permitted by paragraph (dc) above, and subparagraphs (i) through (v) of paragraph (ba) above have been complied with, the Complaining Shareholders shall not be barred by this Declaration from commencing a derivative action. (fe) A Complaining Shareholder whose demand is rejected pursuant to paragraph (dc) above shall be responsible for the costs and expenses (including attorneys’ ' fees) incurred by the Trust and/or the affected Series in connection with the Trust’s 's consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ ' fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ ' fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (gf) The Trust or the affected Series shall be responsible for payment of attorneys’ ' fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any Any attorneys’ ' fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (hg) No Shareholder may make demand or commence a derivative action on behalf of any Series Class of the Trust of which he or she is not a shareholder.

Derivative Actions. In addition to all suits, claims or other actions (collectively, “claims”) that under applicable law must be brought as derivative claims, each Shareholder of the Trust or any Series or Class thereof agrees that any claim that affects all Shareholders of the Trust or any Series or Class equally, that is, proportionately based on their number of Outstanding Securities in the Trust or in such Series or Class, must be brought as a derivative claim subject to this Section 11 of Article IX irrespective of whether such claim involves a violation of the Shareholders’ rights under this Declaration or any other alleged violation of contractual or individual rights that might otherwise give rise to a direct claim. (a) The purpose of this Section 9.8 is to adopt additional standards and restrictions to protect the interests Shareholders 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. (b) Subject to the Delaware Act, no Shareholder or any Series or Class may not bring a derivative or similar action or proceeding in to enforce the right of the Trust or any an affected Series to recover a judgment in its favor (a “derivative action”) or Class, as applicable, unless each of the following conditions is met: (i) Each Complaining complaining Shareholder was a Shareholder of (A) the Series on behalf of Trust or in the right of which the action is proposed to be brought and (B) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”), as applicable, at the time of the action or failure to act complained of, or acquired the Shares or Preferred Securities afterwards by operation of law from a Person who was a Shareholder at that time; (ii) Each Complaining complaining Shareholder was a Shareholder of the Trust or the affected Series or Class at Class, as applicable, as of the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative action, the Complaining complaining Shareholders have made a written demand on to the Board of Trustees requesting that the Trustees they cause the Trust or affected Series or Class, as applicable, to file the action itself on behalf of the affected Series or Class (a “demand”)itself. In order to warrant consideration, which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholders, each of which shall be unaffiliated and unrelated (by blood or by marriage) to any other Complaining Shareholder executing such written demand and (B) shall must include at least the following: (1) a detailed description of the action or failure to act complained of, of and the facts upon which each such allegation is made and the reasonably estimated damages or other relief soughtmade; (2) a statement to the effect that the Complaining complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right of the Trust or the affected Series or Class Class, as applicable and an explanation of why the Complaining complaining Shareholders believe that to be the case; (3) a certification that the requirements of subparagraphs sub-paragraphs (i) and (ii) of this paragraph (b) have been met, as well as information reasonably designed to allow the Trustees to verify that certification;; and (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining Shareholder at the time set forth in subparagraphs (i), (ii) and (iii) of this paragraph (b) and an undertaking that each Complaining complaining Shareholder will be a Shareholder of the Trust or the affected Series or Class Class, as applicable as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining Shareholders of any such Shares within three business days thereof; and (6) an acknowledgment of the provisions of paragraphs (f) and (g) of this Section 9.8 belowaction; (iv) Shareholders owning Shares representing at At least ten percent (10%) % of the voting power Shareholders of the Trust or the affected Series or Class Class, as applicable, must join in initiating bringing the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs sub-paragraphs (i) through (ivi)-(iv) above have already been met and the derivative action has not been barred in accordance with paragraph (db)(ii) below. (cb) Demands for derivative action submitted in accordance with the requirements above will be considered by those Trustees who are not deemed to be Interested Persons of the Trust. Within 90 30 calendar days of the receipt of a Shareholder such demand submitted in accordance with by the requirements aboveBoard of Trustees, those Trustees who are independent for purposes of considering the demand or a committee comprised of some or all of such Trustees (the “independent Trustees”) will consider, with the assistance of counsel who may not deemed to be retained by such Trustees on behalf and at the expense Interested Persons of the Trust, Trust will consider the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to Trust or the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day periodaffected Series or Class, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the periodapplicable. Trustees who that are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a demand for derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (di) If the demand for derivative action has not been considered within 30 calendar days of the receipt of such demand by the Board of Trustees, a decision has not been communicated to the complaining Shareholders within the time permitted by sub-paragraph (ii) below, and sub-paragraphs (i)-(iv) of paragraph (a) above have been met, the complaining Shareholders shall not be barred by this Declaration from commencing a derivative action. (ii) If the demand for derivative action has been properly made under paragraph (b) considered by the Board of this Section 9.8Trustees, and a majority of those Trustees who are not deemed to be Interested Persons of the independent Trustees have considered Trust, after considering the merits of the claim and have claim, has determined that maintaining a suit would not be in the best interests of the TrustTrust or the affected Series or Class, as applicable, the demand complaining Shareholders shall be rejected and barred from commencing the Complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trustaction. If upon such consideration a majority the appropriate members of the independent Trustees Board determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence initiation of that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Board of Trustees, or the appropriate officers of the Trust, shall inform the Complaining complaining Shareholders of any decision reached under this sub-paragraph (dii) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, writing within five business days of such decision having been reached. (ec) If notice A Shareholder of a decision has not been sent to particular Series or Class of the Complaining Shareholders or the Shareholders’ counsel within the time permitted by paragraph (d) above, and subparagraphs (i) through (v) of paragraph (b) above have been complied with, the Complaining Shareholders Trust shall not be barred by this Declaration from commencing a derivative action. (f) A Complaining Shareholder whose demand is rejected pursuant entitled to paragraph (d) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series participate in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (g) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any attorneys’ fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (h) No Shareholder may make demand or commence a derivative action on behalf of any other Series or Class of the Trust of which he or she is not a shareholderTrust.

Derivative Actions. (a) The purpose of this i. In addition to the requirements set forth in Section 9.8 is to adopt additional standards and restrictions to protect the interests 3816 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. (b) Subject to the Delaware ActDSTA, no Shareholder may bring a derivative or similar action or proceeding in the right of the Trust or any Series to recover a judgment in its favor (a “derivative actionDerivative Action”) unless each of the following conditions is met: (i) Each Complaining complaining Shareholder was a Shareholder of (A1) the Series on behalf of or in the right of which the action Derivative Action is proposed to be brought and (B2) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”)affected, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person person who was a Shareholder at that time; (ii) Each Complaining complaining Shareholder was a Shareholder of the affected Series or Class at the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative actionDerivative Action, the Complaining complaining Shareholders have made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the affected Series or Class (a “demand”)Class, which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholderscomplaining Shareholders who together hold not less than ten percent (10%) of the outstanding Shares of the affected Series or Class, each none of which shall be unaffiliated and unrelated related to (by blood or by marriage) to or otherwise affiliated with any other Complaining complaining Shareholder executing such written demand (other than as Shareholders of the Trust); and (B) shall include at least the following: (1) . a copy of the proposed derivative complaint, setting forth a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made and the reasonably estimated damages or other relief sought; (2) . a statement to the effect that the Complaining complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right rights of the affected Series or Class and an explanation of why the Complaining complaining Shareholders believe that to be the case; (3) . a certification that the requirements of subparagraphs sub-paragraphs (i) and (ii) of this paragraph (ba) have been met, as well as information and documentation reasonably designed to allow the Trustees to verify that certification; (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) . a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining complaining Shareholder at the time set forth in subparagraphs clauses (i), (ii) and (iii) of this paragraph subsection (ba) and an undertaking that each Complaining complaining Shareholder will be a Shareholder of the affected Series or Class as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining complaining Shareholders of any such Shares within three business days thereof; and (6) 5. an acknowledgment of the provisions of paragraphs (fd) and (ge) of this Article V Section 9.8 6 below;; and (iv) Shareholders owning Shares representing at least ten percent (10%) of the voting power of the affected Series or Class must join in initiating the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs (i) through (iv) above have already been met and the The derivative action has not been barred in accordance with paragraph (db)(i) below. (c) ii. Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements above, those Trustees who are independent for purposes not deemed to be “interested persons” of considering the demand or a committee comprised of some or all of such Trustees Trust as that term is defined in the 1940 Act (the “i.e., independent Trustees”) will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day period, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the period. Trustees who are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (di) If the demand has been properly made under paragraph (ba) of this Article V Section 9.86, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the Trust, the demand shall be rejected and the Complaining complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall either cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively derivatively, or permit the Complaining complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining complaining Shareholders of any decision reached under this sub-paragraph (di) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, within five business days of such decision having been reached. (eii) If notice of a decision has not been sent to the Complaining complaining Shareholders or the Shareholders’ counsel within the time permitted by sub-paragraph (di) above, and subparagraphs sub-paragraphs (i) through (viv) of paragraph (ba) above have been complied with, the Complaining complaining Shareholders shall not be barred by this Declaration of Trust from commencing a derivative action. (f) iii. A Complaining complaining Shareholder whose demand is rejected pursuant to paragraph (db)(i) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Article V Section 9.8 6 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Article V Section 9.86. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (g) iv. The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any Any attorneys’ fees so incurred by a Complaining complaining Shareholder other than fees that are reasonable and that do not exceed an amount the Trust is obligated to pay on the basis of hourly rates shall be calculated using reasonable hourly rates. (h) No v. A Shareholder may make demand or of a particular Series of the Trust shall not be entitled in such capacity to commence a derivative action on behalf of any other Series of the Trust of which he or she is not a shareholderTrust.

Derivative Actions. (a) The purpose of this In addition to the requirements set forth in Section 9.8 is to adopt additional standards and restrictions to protect the interests 3816 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. (b) Subject to the Delaware ActDSTA, no Shareholder may bring a derivative or similar action or proceeding in the right of the Trust or any Series to recover a judgment in its favor (a “derivative actionDerivative Action”) unless each of the following conditions is met: (i) Each Complaining complaining Shareholder was a Shareholder of (A1) the Series on behalf of or in the right of which the action Derivative Action is proposed to be brought and (B2) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”)affected, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person person who was a Shareholder at that time; (ii) Each Complaining complaining Shareholder was a Shareholder of the affected Series or Class at the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative actionDerivative Action, the Complaining complaining Shareholders have made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the affected Series or Class (a “demand”)Class, which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholderscomplaining Shareholders who together hold not less than ten percent (10%) of the outstanding Shares of the affected Series or Class, each none of which shall be unaffiliated and unrelated related to (by blood or by marriage) to or otherwise affiliated with any other Complaining complaining Shareholder executing such written demand (other than as Shareholders of the Trust); and (B) shall include at least the following: (1) . a copy of the proposed derivative complaint, setting forth a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made and the reasonably estimated damages or other relief sought; (2) . a statement to the effect that the Complaining complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right rights of the affected Series or Class and an explanation of why the Complaining complaining Shareholders believe that to be the case; (3) . a certification that the requirements of subparagraphs sub-paragraphs (i) and (ii) of this paragraph (ba) have been met, as well as information and documentation reasonably designed to allow the Trustees to verify that certification; (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) . a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining complaining Shareholder at the time set forth in subparagraphs clauses (i), (ii) and (iii) of this paragraph subsection (ba) and an undertaking that each Complaining complaining Shareholder will be a Shareholder of the affected Series or Class as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining complaining Shareholders of any such Shares within three business days thereof; and (6) 5. an acknowledgment of the provisions of paragraphs (fd) and (ge) of this Article V Section 9.8 6 below;; and (iv) Shareholders owning Shares representing at least ten percent (10%) of the voting power of the affected Series or Class must join in initiating the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs (i) through (iv) above have already been met and the The derivative action has not been barred in accordance with paragraph (db)(i) below. (cb) Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements above, those Trustees who are independent for purposes not deemed to be “interested persons” of considering the demand or a committee comprised of some or all of such Trustees Trust as that term is defined in the 1940 Act (the “i.e., independent Trustees”) will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day period, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the period. Trustees who are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (di) If the demand has been properly made under paragraph (ba) of this Article V Section 9.86, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the Trust, the demand shall be rejected and the Complaining complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall either cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively derivatively, or permit the Complaining complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining complaining Shareholders of any decision reached under this sub-paragraph (di) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, within five business days of such decision having been reached. (eii) If notice of a decision has not been sent to the Complaining complaining Shareholders or the Shareholders’ counsel within the time permitted by sub-paragraph (di) above, and subparagraphs sub-paragraphs (i) through (viv) of paragraph (ba) above have been complied with, the Complaining complaining Shareholders shall not be barred by this Declaration of Trust from commencing a derivative action. (fc) A Complaining complaining Shareholder whose demand is rejected pursuant to paragraph (db)(i) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Article V Section 9.8 6 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Article V Section 9.86. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (gd) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any Any attorneys’ fees so incurred by a Complaining complaining Shareholder other than fees that are reasonable and that do not exceed an amount the Trust is obligated to pay on the basis of hourly rates shall be calculated using reasonable hourly rates. (he) No A Shareholder may make demand or of a particular Series of the Trust shall not be entitled(f) in such capacity to commence a derivative action on behalf of any other Series of the Trust of which he or she is not a shareholderTrust.

Derivative Actions. (a) The purpose of this Section 9.8 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. (b) Subject to the Delaware Act, no Shareholder may bring a derivative or similar action or proceeding in the right of or name of, or on behalf of, the Trust or any Series Class to recover a judgment in its favor (a “derivative action”) unless each of the following conditions is met: (i) Each Complaining Shareholder was a Shareholder of (A) the Series Trust or of the Class in the right or name of, or on behalf of or in the right of which which, the action is proposed to be brought and (B) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”), at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time; (ii) Each Complaining Shareholder was a Shareholder of the affected Series or Class at the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative action, the Complaining Shareholders have made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the affected Series or Class (a “demand”), which demand (A) shall be executed by or on behalf of no less fewer than three Complaining Shareholders, each of which shall be unaffiliated and unrelated (by blood or by marriage) to any other Complaining Shareholder executing such written demand and (B) shall include at least the following: (1) a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made and the reasonably estimated damages or other relief sought; (2) a statement to the effect that the Complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right of the affected Series or Class and an explanation of why the Complaining Shareholders believe that to be the case; (3) a certification that the requirements of subparagraphs (i) and (ii) of this paragraph (b) have been met, as well as information and documentation reasonably designed to allow the Trustees to verify that certification; (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining Shareholder at the time set forth in subparagraphs (i), (ii) and (iii) of this paragraph (b) and an undertaking by each Complaining Shareholder that each such Complaining Shareholder will be a Shareholder of the affected Series or Class as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining Shareholders of any such Shares within three business days thereof; and (6) an acknowledgment of the provisions of paragraphs (f) and (g) of this Section 9.8 below; (iv) Shareholders owning who held (or subsequently acquired in accordance with subparagraph (i) above) Shares of the affected Classes at the times specified in subparagraphs (i) and (ii) above and who own, at the commencement of the derivative action, Shares representing at least ten five percent (105%) of the voting power Outstanding Shares of the Trust or the affected Series or Class must join in initiating the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs (i) through (iv) above have already been met and the derivative action has not been barred in accordance with paragraph (d) below. (c) Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements set forth above, those Trustees who are independent for purposes of considering the demand or a committee comprised of some or all of such Trustees (the “independent Trustees”) will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the TrustTrust or the affected Class, as applicable; provided, however, that the independent Trustees shall not be required to consider a Shareholder demand that is not submitted in accordance with the requirements set forth above. If, during this 90-day period, those independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day period, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the period. Trustees who are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (d) If the demand has been properly made under paragraph (b) of this Section 9.8hereunder, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the TrustTrust or the affected Class, as applicable, the demand shall be rejected and the Complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust or the affected Class shall be approved by the Trustees. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining Shareholders of any decision reached under this paragraph (d) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, within five business days of such decision having been reached. (e) If notice of a decision has not been sent to the Complaining Shareholders or the Shareholders’ counsel within the time permitted by paragraph (d) above, and subparagraphs (i) through (v) of paragraph (b) above have been complied with, the Complaining Shareholders shall not be barred by this Declaration from commencing a derivative action. (f) A Complaining Shareholder whose demand is rejected pursuant to paragraph (d) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (g) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the The Trust nor the affected Series shall not be obligated to pay any attorneys’ fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (h) No Shareholder may make demand or commence a derivative action on behalf of any Series Class of the Trust of which he or she is not a shareholder.

Derivative Actions. In addition to all suits, claims or other actions (collectively, “claims”) that under applicable law must be brought as derivative claims, each Shareholder of the Trust or any Series or Class thereof agrees that any claim that affects all Shareholders of the Trust or any Series or Class equally, that is, proportionately based on their number of Shares in the Trust or in such Series or Class, must be brought as a derivative claim subject to this Section 8.9 irrespective of whether such claim involves a violation of the Shareholders’ rights under this Declaration of Trust or any other alleged violation of contractual or individual rights that might otherwise give rise to a direct claim. (a) The purpose of this Section 9.8 is to adopt additional standards and restrictions to protect the interests Shareholders 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. (b) Subject to the Delaware Act, no Shareholder or any Series or Class may not bring a derivative or similar action or proceeding in to enforce the right of the Trust or any an affected Series to recover a judgment in its favor (a “derivative action”) or Class, as applicable, unless each of the following conditions is met: (i) Each Complaining complaining Shareholder was a Shareholder of (A) the Series on behalf of Trust or in the right of which the action is proposed to be brought and (B) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”), as applicable, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time; (ii) Each Complaining complaining Shareholder was a Shareholder of the Trust or the affected Series or Class at Class, as applicable, as of the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative action, the Complaining complaining Shareholders have made a written demand on to the Board of Trustees requesting that the Trustees they cause the Trust or affected Series or Class, as applicable, to file the action itself on behalf of the affected Series or Class (a “demand”)itself. In order to warrant consideration, which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholders, each of which shall be unaffiliated and unrelated (by blood or by marriage) to any other Complaining Shareholder executing such written demand and (B) shall must include at least the following: (1) a detailed description of the action or failure to act complained of, of and the facts upon which each such allegation is made and the reasonably estimated damages or other relief soughtmade; (2) a statement to the effect that the Complaining complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right of the Trust or the affected Series or Class Class, as applicable and an explanation of why the Complaining complaining Shareholders believe that to be the case; (3) a certification that the requirements of subparagraphs sub-paragraphs (i) and (ii) of this paragraph (b) have been met, as well as information reasonably designed to allow the Trustees to verify that certification;; and (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining Shareholder at the time set forth in subparagraphs (i), (ii) and (iii) of this paragraph (b) and an undertaking that each Complaining complaining Shareholder will be a Shareholder of the Trust or the affected Series or Class Class, as applicable as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining Shareholders of any such Shares within three business days thereof; and (6) an acknowledgment of the provisions of paragraphs (f) and (g) of this Section 9.8 belowaction; (iv) Shareholders owning Shares representing at At least ten percent (10%) % of the voting power Shareholders of the Trust or the affected Series or Class Class, as applicable, must join in initiating bringing the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs sub-paragraphs (i) through (ivi)-(iv) above have already been met and the derivative action has not been barred in accordance with paragraph (db)(ii) below. (cb) Demands for derivative action submitted in accordance with the requirements above will be considered by those Trustees who are not deemed to be Interested Persons of the Trust. Within 90 30 calendar days of the receipt of a Shareholder such demand submitted in accordance with by the requirements aboveBoard of Trustees, those Trustees who are independent for purposes of considering the demand or a committee comprised of some or all of such Trustees (the “independent Trustees”) will consider, with the assistance of counsel who may not deemed to be retained by such Trustees on behalf and at the expense Interested Persons of the Trust, Trust will consider the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to Trust or the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day periodaffected Series or Class, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the periodapplicable. Trustees who that are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a demand for derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (di) If the demand for derivative action has not been considered within 30 calendar days of the receipt of such demand by the Board of Trustees, a decision has not been communicated to the complaining Shareholders within the time permitted by sub-paragraph (ii) below, and sub-paragraphs (i)-(iv) of paragraph (a) above have been met, the complaining Shareholders shall not be barred by this Declaration of Trust from commencing a derivative action. (ii) If the demand for derivative action has been properly made under paragraph (b) considered by the Board of this Section 9.8Trustees, and a majority of those Trustees who are not deemed to be Interested Persons of the independent Trustees have considered Trust, after considering the merits of the claim and have claim, has determined that maintaining a suit would not be in the best interests of the TrustTrust or the affected Series or Class, as applicable, the demand complaining Shareholders shall be rejected and barred from commencing the Complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trustaction. If upon such consideration a majority the appropriate members of the independent Trustees Board determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence initiation of that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Board of Trustees, or the appropriate officers of the Trust, shall inform the Complaining complaining Shareholders of any decision reached under this sub-paragraph (dii) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, writing within five business days of such decision having been reached. (e) If notice . A Shareholder of a decision has not been sent to particular Series or Class of the Complaining Shareholders or the Shareholders’ counsel within the time permitted by paragraph (d) above, and subparagraphs (i) through (v) of paragraph (b) above have been complied with, the Complaining Shareholders Trust shall not be barred by this Declaration from commencing a derivative action. (f) A Complaining Shareholder whose demand is rejected pursuant entitled to paragraph (d) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series participate in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (g) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any attorneys’ fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (h) No Shareholder may make demand or commence a derivative action on behalf of any other Series or Class of the Trust of which he or she is not a shareholderTrust.

Derivative Actions. (a) The purpose of this In addition to the requirements set forth in Section 9.8 is to adopt additional standards and restrictions to protect the interests 3816 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. (b) Subject to the Delaware ActDSTA, no Shareholder may bring a derivative or similar action or proceeding in the right of the Trust or any Series to recover a judgment in its favor (a “derivative actionDerivative Action”) unless each of the following conditions is met: (i) Each Complaining complaining Shareholder was a Shareholder of (A1) the Series on behalf of or in the right of which the action Derivative Action is proposed to be brought and (B2) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”)affected, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person person who was a Shareholder at that time; (ii) Each Complaining complaining Shareholder was a Shareholder of the affected Series or Class at the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative actionDerivative Action, the Complaining complaining Shareholders have made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the affected Series or Class (a “demand”)Class, which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholderscomplaining Shareholders who together hold not less than ten percent (10%) of the outstanding Shares of the affected Series or Class, each none of which shall be unaffiliated and unrelated related to (by blood or by marriage) to or otherwise affiliated with any other Complaining complaining Shareholder executing such written demand (other than as Shareholders of the Trust); and (B) shall include at least the following: (1) . a copy of the proposed derivative complaint, setting forth a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made and the reasonably estimated damages or other relief sought; (2) . a statement to the effect that the Complaining complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right rights of the affected Series or Class and an explanation of why the Complaining complaining Shareholders believe that to be the case; (3) . a certification that the requirements of subparagraphs sub-paragraphs (i) and (ii) of this paragraph (ba) have been met, as well as information and documentation reasonably designed to allow the Trustees to verify that certification; (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) . a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining complaining Shareholder at the time set forth in subparagraphs clauses (i), (ii) and (iii) of this paragraph subsection (ba) and an undertaking that each Complaining complaining Shareholder will be a Shareholder of the affected Series or Class as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining complaining Shareholders of any such Shares within three business days thereof; and (6) 5. an acknowledgment of the provisions of paragraphs (fd) and (ge) of this Article V Section 9.8 6 below;; and (iv) Shareholders owning Shares representing at least ten percent (10%) of the voting power of the affected Series or Class must join in initiating the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs (i) through (iv) above have already been met and the The derivative action has not been barred in accordance with paragraph (db)(i) below. (cb) Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements above, those Trustees who are independent for purposes not deemed to be “interested persons” of considering the demand or a committee comprised of some or all of such Trustees Trust as that term is defined in the 1940 Act (the “i.e., independent Trustees”) will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day period, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the period. Trustees who are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (di) If the demand has been properly made under paragraph (ba) of this Article V Section 9.86, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the Trust, the demand shall be rejected and the Complaining complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall either cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively derivatively, or permit the Complaining complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining complaining Shareholders of any decision reached under this sub-paragraph (di) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, within five business days of such decision having been reached. (eii) If notice of a decision has not been sent to the Complaining complaining Shareholders or the Shareholders’ counsel within the time permitted by sub-paragraph (di) above, and subparagraphs sub-paragraphs (i) through (viv) of paragraph (ba) above have been complied with, the Complaining complaining Shareholders shall not be barred by this Declaration of Trust from commencing a derivative action. (fc) A Complaining complaining Shareholder whose demand is rejected pursuant to paragraph (db)(i) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Article V Section 9.8 6 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Article V Section 9.86. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (gd) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any Any attorneys’ fees so incurred by a Complaining complaining Shareholder other than fees that are reasonable and that do not exceed an amount the Trust is obligated to pay on the basis of hourly rates shall be calculated using reasonable hourly rates. (he) No A Shareholder may make demand or of a particular Series of the Trust shall not be entitled (f) in such capacity to commence a derivative action on behalf of any other Series of the Trust of which he or she is not a shareholderTrust.

Derivative Actions. (a) The purpose of this In addition to the requirements set forth in Section 9.8 is to adopt additional standards and restrictions to protect the interests 3816 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. (b) Subject to the Delaware ActDSTA, no Shareholder may bring a derivative or similar action or proceeding in the right of the Trust or any Series to recover a judgment in its favor (a “derivative actionDerivative Action”) unless each of the following conditions is met: (i) Each Complaining complaining Shareholder was a Shareholder of (A1) the Series on behalf of or in the right of which the action Derivative Action is proposed to be brought and (B2) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”)affected, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person person who was a Shareholder at that time; (ii) Each Complaining complaining Shareholder was a Shareholder of the affected Series or Class at the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative actionDerivative Action, the Complaining complaining Shareholders have made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the affected Series or Class (a “demand”)Class, which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholderscomplaining Shareholders who together hold not less than ten percent (10%) of the outstanding Shares of the affected Series or Class, each none of which shall be unaffiliated and unrelated related to (by blood or by marriage) to or otherwise affiliated with any other Complaining complaining Shareholder executing such written demand (other than as Shareholders of the Trust); and (B) shall include at least the following: (1) . a copy of the proposed derivative complaint, setting forth a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made and the reasonably estimated damages or other relief sought; (2) . a statement to the effect that the Complaining complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right rights of the affected Series or Class and an explanation of why the Complaining complaining Shareholders believe that to be the case; (3) . a certification that the requirements of subparagraphs sub-paragraphs (i) and (ii) of this paragraph (ba) have been met, as well as information and documentation reasonably designed to allow the Trustees to verify that certification; (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) . a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining complaining Shareholder at the time set forth in subparagraphs clauses (i), (ii) and (iii) of this paragraph subsection (ba) and an undertaking that each Complaining complaining Shareholder will be a Shareholder of the affected Series or Class as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining complaining Shareholders of any such Shares within three business days thereof; and (6) 5. an acknowledgment of the provisions of paragraphs (fd) and (ge) of this Article V Section 9.8 6 below;; and (iv) Shareholders owning Shares representing at least ten percent (10%) of the voting power of the affected Series or Class must join in initiating the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs (i) through (iv) above have already been met and the The derivative action has not been barred in accordance with paragraph (db)(i) below. (cv) Article V Section 6(a)(iii) shall not apply to claims arising under the federal securities laws. (b) Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements above, those Trustees who are independent for purposes not deemed to be “interested persons” of considering the demand or a committee comprised of some or all of such Trustees Trust as that term is defined in the 1940 Act (the “i.e., independent Trustees”) will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day period, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the period. Trustees who are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (d) If the demand has been properly made under paragraph (b) of this Section 9.8, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the Trust, the demand shall be rejected and the Complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining Shareholders of any decision reached under this paragraph (d) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, within five business days of such decision having been reached. (e) If notice of a decision has not been sent to the Complaining Shareholders or the Shareholders’ counsel within the time permitted by paragraph (d) above, and subparagraphs (i) through (v) of paragraph (b) above have been complied with, the Complaining Shareholders shall not be barred by this Declaration from commencing a derivative action. (f) A Complaining Shareholder whose demand is rejected pursuant to paragraph (d) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (g) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any attorneys’ fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (h) No Shareholder may make demand or commence a derivative action on behalf of any Series of the Trust of which he or she is not a shareholder.,

Derivative Actions. (a) The purpose of this In addition to the requirements set forth in Section 9.8 is to adopt additional standards and restrictions to protect the interests 3816 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. (b) Subject to the Delaware ActDSTA, no Shareholder may bring a derivative or similar action or proceeding in the right of the Trust or any Series to recover a judgment in its favor (a “derivative actionDerivative Action”) unless each of the following conditions is met: (i) Each Complaining complaining Shareholder was a Shareholder of (A1) the Series on behalf of or in the right of which the action Derivative Action is proposed to be brought and (B2) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”)affected, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person person who was a Shareholder at that time; (ii) Each Complaining complaining Shareholder was a Shareholder of the affected Series or Class at the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative actionDerivative Action, the Complaining complaining Shareholders have made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the affected Series or Class (a “demand”)Class, which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholderscomplaining Shareholders who together hold not less than ten percent (10%) of the outstanding Shares of the affected Series or Class, each none of which shall be unaffiliated and unrelated related to (by blood or by marriage) to or otherwise affiliated with any other Complaining complaining Shareholder executing such written demand (other than as Shareholders of the Trust); and (B) shall include at least the following: (1) . a copy of the proposed derivative complaint, setting forth a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made and the reasonably estimated damages or other relief sought; (2) . a statement to the effect that the Complaining complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right rights of the affected Series or Class and an explanation of why the Complaining complaining Shareholders believe that to be the case; (3) . a certification that the requirements of subparagraphs sub-paragraphs (i) and (ii) of this paragraph (ba) have been met, as well as information and documentation reasonably designed to allow the Trustees to verify that certification; (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) . a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining complaining Shareholder at the time set forth in subparagraphs clauses (i), (ii) and (iii) of this paragraph subsection (ba) and an undertaking that each Complaining complaining Shareholder will be a Shareholder of the affected Series or Class as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining complaining Shareholders of any such Shares within three business days thereof; and (6) 5. an acknowledgment of the provisions of paragraphs (fd) and (ge) of this Article V Section 9.8 6 below;; and (iv) Shareholders owning Shares representing at least ten percent (10%) of the voting power of the affected Series or Class must join in initiating the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs (i) through (iv) above have already been met and the The derivative action has not been barred in accordance with paragraph (db)(i) below. (cv) Article V Section 6(a)(iii) shall not apply to claims arising under the federal securities laws. (b) Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements above, those Trustees who are independent for purposes not deemed to be “interested persons” of considering the demand or a committee comprised of some or all of such Trustees Trust as that term is defined in the 1940 Act (the “i.e., independent Trustees”) will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day period, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the period. Trustees who are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (di) If the demand has been properly made under paragraph (ba) of this Article V Section 9.86, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the Trust, the demand shall be rejected and the Complaining complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall either cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively derivatively, or permit the Complaining complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining complaining Shareholders of any decision reached under this sub-paragraph (di) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, within five business days of such decision having been reached. (eii) If notice of a decision has not been sent to the Complaining complaining Shareholders or the Shareholders’ counsel within the time permitted by sub-paragraph (di) above, and subparagraphs sub-paragraphs (i) through (viv) of paragraph (ba) above have been complied with, the Complaining complaining Shareholders shall not be barred by this Declaration of Trust from commencing a derivative action. (fc) A Complaining complaining Shareholder whose demand is rejected pursuant to paragraph (db)(i) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Article V Section 9.8 6 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Article V Section 9.86. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. This Article V Section 6(c) shall not apply to claims arising under the federal securities laws. (gd) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any Any attorneys’ fees so incurred by a Complaining complaining Shareholder other than fees that are reasonable and that do not exceed an amount the Trust is obligated to pay on the basis of hourly rates shall be calculated using reasonable hourly rates. (he) No A Shareholder may make demand or of a particular Series of the Trust shall not be entitled in such capacity to commence a derivative action on behalf of any other Series of the Trust of which he or she is not a shareholderTrust.

Derivative Actions. (a) The purpose of this In addition to the requirements set forth in Section 9.8 is to adopt additional standards and restrictions to protect the interests 3816 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. (b) Subject to the Delaware ActDSTA, no Shareholder may bring a derivative or similar action or proceeding in the right of the Trust or any Series to recover a judgment in its favor (a “derivative actionDerivative Action”) unless each of the following conditions is met: (i) Each Complaining complaining Shareholder was a Shareholder of (A1) the Series on behalf of or in the right of which the action Derivative Action is proposed to be brought and (B2) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”)affected, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person person who was a Shareholder at that time; (ii) Each Complaining complaining Shareholder was a Shareholder of the affected Series or Class at the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative actionDerivative Action, the Complaining complaining Shareholders have made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the affected Series or Class (a “demand”)Class, which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholderscomplaining Shareholders who together hold not less than ten percent (10%) of the outstanding Shares of the affected Series or Class, each none of which shall be unaffiliated and unrelated related to (by blood or by marriage) to or otherwise affiliated with any other Complaining complaining Shareholder executing such written demand (other than as Shareholders of the Trust); and (B) shall include at least the following: (1) . a copy of the proposed derivative complaint, setting forth a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made and the reasonably estimated damages or other relief sought; (2) . a statement to the effect that the Complaining complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right rights of the affected Series or Class and an explanation of why the Complaining complaining Shareholders believe that to be the case; (3) . a certification that the requirements of subparagraphs sub-paragraphs (i) and (ii) of this paragraph (ba) have been met, as well as information and documentation reasonably designed to allow the Trustees to verify that certification; (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) . a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining complaining Shareholder at the time set forth in subparagraphs clauses (i), (ii) and (iii) of this paragraph subsection (ba) and an undertaking that each Complaining complaining Shareholder will be a Shareholder of the affected Series or Class as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining complaining Shareholders of any such Shares within three business days thereof; and (6) 5. an acknowledgment of the provisions of paragraphs (fd) and (ge) of this Article V Section 9.8 6 below;; and (iv) Shareholders owning Shares representing at least ten percent (10%) of the voting power of the affected Series or Class must join in initiating the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs (i) through (iv) above have already been met and the The derivative action has not been barred in accordance with paragraph (db)(i) below. (cv) Article V Section 6(a)(iii) shall not apply to claims arising under the federal securities laws. (b) Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements above, those Trustees who are independent for purposes not deemed to be “interested persons” of considering the demand or a committee comprised of some or all of such Trustees Trust as that term is defined in the 1940 Act (the “i.e., independent Trustees”) will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day period, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the period. Trustees who are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (di) If the demand has been properly made under paragraph (ba) of this Article V Section 9.86, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the Trust, the demand shall be rejected and the Complaining complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall either cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively derivatively, or permit the Complaining complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining complaining Shareholders of any decision reached under this sub-paragraph (di) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, within five business days of such decision having been reached. (eii) If notice of a decision has not been sent to the Complaining complaining Shareholders or the Shareholders’ counsel within the time permitted by sub-paragraph (di) above, and subparagraphs sub-paragraphs (i) through (viv) of paragraph (ba) above have been complied with, the Complaining complaining Shareholders shall not be barred by this Declaration of Trust from commencing a derivative action. (fc) A Complaining complaining Shareholder whose demand is rejected pursuant to paragraph (db)(i) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Article V Section 9.8 6 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Article V Section 9.86. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. This Article V Section 6(c) shall not apply to claims arising under the federal securities laws. (gd) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any Any attorneys’ fees so incurred by a Complaining complaining Shareholder other than fees that are reasonable and that do not exceed an amount the Trust is obligated to pay on the basis of hourly rates shall be calculated using reasonable hourly rates. (he) No A Shareholder may make demand or of a particular Series of the Trust shall not be entitled (f) in such capacity to commence a derivative action on behalf of any other Series of the Trust of which he or she is not a shareholderTrust.

Derivative Actions. (a) The purpose of this Section 9.8 is to adopt additional standards and restrictions to protect To the interests fullest extent permitted by law, Shareholders 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. (b) Subject to the Delaware Act, no Shareholder or any Series may not bring a derivative or similar action or proceeding in to enforce the right of the Trust or any an affected Series to recover a judgment in its favor (a “derivative action”) or Class, as applicable, unless each of the following conditions is met: (i) Each Complaining complaining Shareholder was a Shareholder of (A) the Series on behalf of Trust or in the right of which the action is proposed to be brought and (B) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”), as applicable, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time; (ii) Each Complaining complaining Shareholder was a Shareholder of the Trust or the affected Series or Class at Class, as applicable, as of the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative action, the Complaining complaining Shareholders have made a written demand on to the Board of Trustees requesting that the Trustees they cause the Trust or affected Series or Class, as applicable, to file the action itself on behalf of the affected Series or Class (a “demand”)itself. In order to warrant consideration, which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholders, each of which shall be unaffiliated and unrelated (by blood or by marriage) to any other Complaining Shareholder executing such written demand and (B) shall must include at least the following: (1) a detailed description of the action or failure to act complained of, of and the facts upon which each such allegation is made and the reasonably estimated damages or other relief soughtmade; (2) a statement to the effect that the Complaining complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right of the Trust or the affected Series or Class Class, as applicable, and an explanation of why the Complaining complaining Shareholders believe that to be the case; (3) a certification that the requirements of subparagraphs sub-paragraphs (i) and (ii) of this paragraph (b) above have been met, as well as information reasonably designed to allow the Trustees to verify that certification;; and (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining Shareholder at the time set forth in subparagraphs (i), (ii) and (iii) of this paragraph (b) and an undertaking that each Complaining complaining Shareholder will be a Shareholder of the Trust or the affected Series or Class Class, as applicable, as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining Shareholders of any such Shares within three business days thereof; and (6) an acknowledgment of the provisions of paragraphs (f) and (g) of this Section 9.8 below; (iv) Shareholders owning Shares representing at least ten percent (10%) of the voting power of the affected Series or Class must join in initiating the derivative action; and (viv) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs sub-paragraphs (i) through (ivi)-(iv) above have already been met and the derivative action has not been barred in accordance with paragraph (db)(ii) below. (cb) Demands for derivative action submitted in accordance with the requirements above will be considered by those Trustees who are not deemed to be Interested Persons of the Trust. Within 90 30 calendar days of the receipt of a Shareholder such demand submitted in accordance with by the requirements aboveBoard of Trustees, those Trustees who are independent for purposes of considering the demand or a committee comprised of some or all of such Trustees (the “independent Trustees”) will consider, with the assistance of counsel who may not deemed to be retained by such Trustees on behalf and at the expense Interested Persons of the Trust, Trust will consider the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to Trust or the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day periodaffected Series or Class, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the periodapplicable. Trustees who that are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (di) If the demand for derivative action has not been considered within 30 calendar days of the receipt of such demand by the Board of Trustees, a decision has not been communicated to the complaining Shareholder(s) within the time permitted by sub-paragraph (ii) below, and sub-paragraphs (i)-(iv) of paragraph (a) above have been met, the complaining Shareholders shall not be barred by this Declaration of Trust or the By-Laws from commencing a derivative action. (ii) If the demand for derivative action has been properly made under paragraph (b) considered by the Board of this Section 9.8Trustees, and a majority of those Trustees who are not deemed to be Interested Persons of the independent Trustees have considered Trust, after considering the merits of the claim and have claim, has determined that maintaining a suit would not be in the best interests of the TrustTrust or the affected Series or Class, as applicable, the demand complaining Shareholders shall be rejected and barred from commencing the Complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trustaction. If upon such consideration a majority the appropriate members of the independent Board of Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence initiation of that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Board of Trustees, or the appropriate officers of the Trust, shall inform the Complaining complaining Shareholders of any decision reached under this sub-paragraph (dii) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, writing within five business days of such decision having been reached. (ec) If notice A Shareholder of a decision has not been sent to particular Series or Class of the Complaining Shareholders or the Shareholders’ counsel within the time permitted by paragraph (d) above, and subparagraphs (i) through (v) of paragraph (b) above have been complied with, the Complaining Shareholders Trust shall not be barred by this Declaration from commencing a derivative action. (f) A Complaining Shareholder whose demand is rejected pursuant entitled to paragraph (d) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series participate in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (g) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any attorneys’ fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (h) No Shareholder may make demand or commence a derivative action on behalf of any other Series or Class of the Trust. (d) Under no circumstances shall any derivative action be authorized or permitted unless Shareholders owning Shares representing at least 10% of the voting power of the Trust or the affected Series, as applicable, join in bringing of which he or she is such derivative action; provided, however, that the 10% requirement shall not a shareholderapply to claims made under federal securities laws.

Derivative Actions. (a) The purpose of this Section 9.8 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. (b) Subject to the Delaware Act, no Shareholder may bring a derivative or similar action or proceeding in the right of the Trust or any Series to recover a judgment in its favor (a “derivative action”) unless each of the following conditions is met: (i) Each Complaining Shareholder was a Shareholder of (A) the Series on behalf of or in the right of which the action is proposed to be brought and (B) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”), at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time; (ii) Each Complaining Shareholder was a Shareholder of the affected Series or Class at the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative action, the Complaining Shareholders have made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the affected Series or Class (a “demand”), which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholders, each of which shall be unaffiliated and unrelated (by blood or by marriage) to any other Complaining Shareholder executing such written demand and (B) shall include at least the following: (1) a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made and the reasonably estimated damages or other relief sought; (2) a statement to the effect that the Complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right of the affected Series or Class and an explanation of why the Complaining Shareholders believe that to be the case; (3) a certification that the requirements of subparagraphs (i) and (ii) of this paragraph (b) have been met, as well as information reasonably designed to allow the Trustees to verify that certification; (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining Shareholder at the time set forth in subparagraphs (i), (ii) and (iii) of this paragraph (b) and an undertaking that each Complaining Shareholder will be a Shareholder of the affected Series or Class as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining Shareholders of any such Shares within three business days thereof; and (6) an acknowledgment of the provisions of paragraphs (f) and (g) of this Section 9.8 below; (iv) Shareholders owning Shares representing at least ten percent (10%) of the voting power of the affected Series or Class must join in initiating the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs (i) through (iv) above have already been met and the derivative action has not been barred in accordance with paragraph (d) below. (c) Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements above, those Trustees who are independent for purposes of considering the demand or a committee comprised of some or all of such Trustees (the “independent Trustees”) will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day period, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the period. Trustees who are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, witness or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (d) If the demand has been properly made under paragraph (b) of this Section 9.8, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the Trust, the demand shall be rejected and the Complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining Shareholders of any decision reached under this paragraph (d) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, within five business days of such decision having been reached. (e) If notice of a decision has not been sent to the Complaining Shareholders or the Shareholders’ counsel within the time permitted by paragraph (d) above, and subparagraphs (i) through (v) of paragraph (b) above have been complied with, the Complaining Shareholders shall not be barred by this Declaration from commencing a derivative action. (f) A Complaining Shareholder whose demand is rejected pursuant to paragraph (d) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (g) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any attorneys’ fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (h) No Shareholder may make demand or commence a derivative action on behalf of any Series of the Trust of which he or she is not a shareholder.

Derivative Actions. (a) The purpose of this Section 9.8 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. (b) Subject to the Delaware Act, no Shareholder may bring a derivative or similar action or proceeding in the right of the Trust or any Series Class to recover a judgment in its favor (a “derivative action”) unless each of the following conditions is met: (i) Each Complaining Shareholder Shareholder, as defined below, was a Shareholder of (A) the Series Trust or of the Class on behalf of or in the right of which the action is proposed to be brought and (B) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”), at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time; (ii) Each Complaining Shareholder was a Shareholder of the Trust or the affected Series or Class at the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative action, the Complaining Shareholders have made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the Trust or the affected Series or Class (a “demand”), which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholders, each of which shall be unaffiliated and unrelated (by blood or by marriage) to any other Complaining Shareholder executing such written demand demand; and (B) shall include at least the following: (1) a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made and the reasonably estimated damages or other relief sought; (2) a statement to the effect that the Complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right of the Trust or the affected Series or Class and an explanation of why the Complaining Shareholders believe that to be the case; (3) a certification that the requirements of subparagraphs (i) and (ii) of this paragraph (ba) have been met, as well as information reasonably designed to allow the Trustees to verify that certification; (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) a certification by each Complaining Shareholder of the number of Shares of the Trust or the affected Series or Class owned beneficially or of record by each such Complaining Shareholder at the time set forth in subparagraphs (i), (ii) and (iii) of this paragraph (ba) and an undertaking by each Complaining Shareholder that each such Complaining Shareholder will be a Shareholder of the Trust or the affected Series or Class as of the commencement of and throughout the derivative action action, and that during such period each Complaining Shareholder will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining Shareholders of any such Shares within three business days thereof; and (6) an acknowledgment of the provisions of paragraphs (fe) and (gf) of this Section 9.8 below; (iv) Shareholders owning Shares representing at least ten percent (10%) of the voting power Outstanding Shares of the Trust or the affected Series or Class must join in initiating the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs (i) through (iv) above have already been met and the derivative action has not been barred in accordance with paragraph (dc) below. (cb) Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements above, those Trustees who are independent for purposes of considering the demand or a committee comprised of some or all of such Trustees (the “independent Trustees”) will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the TrustTrust or the affected Class, as applicable. If, during this 90-day period, those independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day period, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the period. Trustees who are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (dc) If the demand has been properly made under paragraph (ba) of this Section 9.8, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the TrustTrust or the affected Class, as applicable, the demand shall be rejected and the Complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust or the affected Class shall be approved by the Trustees. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining Shareholders of any decision reached under this paragraph (dc) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, within five business days of such decision having been reached. (ed) If notice of a decision has not been sent to the Complaining Shareholders or the Shareholders’ counsel within the time permitted by paragraph (dc) above, and subparagraphs (i) through (v) of paragraph (ba) above have been complied with, the Complaining Shareholders shall not be barred by this Declaration from commencing a derivative action. (fe) A Complaining Shareholder whose demand is rejected pursuant to paragraph (dc) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (gf) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any Any attorneys’ fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (hg) No Shareholder may make demand or commence a derivative action on behalf of any Series Class of the Trust of which he or she is not a shareholder.

Derivative Actions. (a) The purpose of this Section 9.8 is to adopt additional standards and restrictions to protect To the interests fullest extent permitted by law, Shareholders 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. (b) Subject to the Delaware Act, no Shareholder or any Series may not bring a derivative or similar action or proceeding in to enforce the right of the Trust or any an affected Series to recover a judgment in its favor (a “derivative action”) or Class, as applicable, unless each of the following conditions is met: (i) Each Complaining complaining Shareholder was a Shareholder of (A) the Series on behalf of Trust or in the right of which the action is proposed to be brought and (B) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”), as applicable, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time; (ii) Each Complaining complaining Shareholder was a Shareholder of the Trust or the affected Series or Class at Class, as applicable, as of the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative action, the Complaining complaining Shareholders have made a written demand on to the Board of Trustees requesting that the Trustees they cause the Trust or affected Series or Class, as applicable, to file the action itself on behalf of the affected Series or Class (a “demand”)itself. In order to warrant consideration, which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholders, each of which shall be unaffiliated and unrelated (by blood or by marriage) to any other Complaining Shareholder executing such written demand and (B) shall must include at least the following: (1) a detailed description of the action or failure to act complained of, of and the facts upon which each such allegation is made and the reasonably estimated damages or other relief soughtmade; (2) a statement to the effect that the Complaining complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right of the Trust or the affected Series or Class Class, as applicable, and an explanation of why the Complaining complaining Shareholders believe that to be the case; (3) a certification that the requirements of subparagraphs sub-paragraphs (i) and (ii) of this paragraph (b) have been met, as well as information reasonably designed to allow the Trustees to verify that certification;; and (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining Shareholder at the time set forth in subparagraphs (i), (ii) and (iii) of this paragraph (b) and an undertaking that each Complaining complaining Shareholder will be a Shareholder of the Trust or the affected Series or Class Class, as applicable, as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining Shareholders of any such Shares within three business days thereof; and (6) an acknowledgment of the provisions of paragraphs (f) and (g) of this Section 9.8 below; (iv) Shareholders owning Shares representing at least ten percent (10%) of the voting power of the affected Series or Class must join in initiating the derivative action; and (viv) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs sub-paragraphs (i) through (ivi)-(iv) above have already been met and the derivative action has not been barred in accordance with paragraph (db)(ii) below. (cb) Demands for derivative action submitted in accordance with the requirements above will be considered by those Trustees who are not deemed to be Interested Persons of the Trust. Within 90 30 calendar days of the receipt of a Shareholder such demand submitted in accordance with by the requirements aboveBoard of Trustees, those Trustees who are independent for purposes of considering the demand or a committee comprised of some or all of such Trustees (the “independent Trustees”) will consider, with the assistance of counsel who may not deemed to be retained by such Trustees on behalf and at the expense Interested Persons of the Trust, Trust will consider the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to Trust or the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day periodaffected Series or Class, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the periodapplicable. Trustees who that are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (di) If the demand for derivative action has not been considered within 30 calendar days of the receipt of such demand by the Board of Trustees, a decision has not been communicated to the complaining Shareholder(s) within the time permitted by sub-paragraph (ii) below, and sub-paragraphs (i)-(iv) of paragraph (a) above have been met, the complaining Shareholders shall not be barred by these By-Laws or the Declaration of Trust from commencing a derivative action. (ii) If the demand for derivative action has been properly made under paragraph (b) considered by the Board of this Section 9.8Trustees, and a majority of those Trustees who are not deemed to be Interested Persons of the independent Trustees have considered Trust, after considering the merits of the claim and have claim, has determined that maintaining a suit would not be in the best interests of the TrustTrust or the affected Series or Class, as applicable, the demand complaining Shareholders shall be rejected and barred from commencing the Complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trustaction. If upon such consideration a majority the appropriate members of the independent Board of Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence initiation of that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Board of Trustees, or the appropriate officers of the Trust, shall inform the Complaining complaining Shareholders of any decision reached under this sub-paragraph (dii) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, writing within five business days of such decision having been reached. (ec) If notice A Shareholder of a decision has not been sent to particular Series or Class of the Complaining Shareholders or the Shareholders’ counsel within the time permitted by paragraph (d) above, and subparagraphs (i) through (v) of paragraph (b) above have been complied with, the Complaining Shareholders Trust shall not be barred by this Declaration from commencing a derivative action. (f) A Complaining Shareholder whose demand is rejected pursuant entitled to paragraph (d) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series participate in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (g) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any attorneys’ fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (h) No Shareholder may make demand or commence a derivative action on behalf of any other Series or Class of the Trust. (d) Under no circumstances shall any derivative action be authorized or permitted unless Shareholders owning Shares representing at least 10% of the voting power of the Trust or the affected Series, as applicable, join in bringing of which he or she is not a shareholdersuch derivative action.

Derivative Actions. In addition to all suits, claims or other actions (acollectively, “claims”) The purpose of this Section 9.8 is to adopt additional standards and restrictions to protect the interests that under applicable law must be brought as derivative claims, each Shareholder of the Trust and its or any Series or Class thereof agrees that any claim that affects all 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 of the Trust and its Shareholders or any Series or Class equally, that is, proportionately based on their number of Shares in the Trust or in such Series or Class, must be brought as a result derivative claim subject to this Section 16 of spurious shareholder demands and derivative actionsArticle VIII irrespective of whether such claim involves a violation of the Shareholders’ rights under this Declaration of Trust or any other alleged violation of contractual or individual rights that might otherwise give rise to a direct claim. (b1) Subject to Shareholders of the Delaware Act, no Shareholder Trust or any Series or Class may not bring a derivative or similar action or proceeding in to enforce the right of the Trust or any an affected Series to recover a judgment in its favor (a “derivative action”) or Class, as applicable, unless each of the following conditions is met: (ia) Each Complaining complaining Shareholder was a Shareholder of (A) the Series on behalf of Trust or in the right of which the action is proposed to be brought and (B) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”), as applicable, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time; (iib) Each Complaining complaining Shareholder was a Shareholder of the Trust or the affected Series or Class at Class, as applicable, as of the time the demand required by subparagraph (iii) below was made; (iiic) Prior to the commencement of such derivative action, the Complaining complaining Shareholders have made a written demand on to the Board of Trustees requesting that the Trustees they cause the Trust or affected Series or Class, as applicable, to file the action itself on behalf of the affected Series or Class (a “demand”)itself. In order to warrant consideration, which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholders, each of which shall be unaffiliated and unrelated (by blood or by marriage) to any other Complaining Shareholder executing such written demand and (B) shall must include at least the following: (1i) a detailed description of the action or failure to act complained of, of and the facts upon which each such allegation is made and the reasonably estimated damages or other relief soughtmade; (2ii) a statement to the effect that the Complaining complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right of the Trust or the affected Series or Class Class, as applicable and an explanation of why the Complaining complaining Shareholders believe that to be the case; (3iii) a certification that the requirements of subparagraphs sub-paragraphs (i) and (ii) of this paragraph (b) have been met, as well as information reasonably designed to allow the Trustees to verify that certification;; and (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5iv) a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining Shareholder at the time set forth in subparagraphs (i), (ii) and (iii) of this paragraph (b) and an undertaking that each Complaining complaining Shareholder will be a Shareholder of the Trust or the affected Series or Class Class, as applicable as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining Shareholders of any such Shares within three business days thereof; and (6) an acknowledgment of the provisions of paragraphs (f) and (g) of this Section 9.8 belowaction; (ivd) Shareholders owning Shares representing at At least ten percent (10%) % of the voting power Shareholders of the Trust or the affected Series or Class Class, as applicable, must join in initiating bringing the derivative action; and (ve) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs sub-paragraphs (i) through (ivi)-(iv) above have already been met and the derivative action has not been barred in accordance with paragraph (db)(ii) below. (c2) Demands for derivative action submitted in accordance with the requirements above will be considered by those Trustees who are not deemed to be Interested Persons of the Trust. Within 90 60 calendar days of the receipt of a Shareholder such demand submitted in accordance with by the requirements aboveBoard of Trustees, those Trustees who are independent for purposes of considering the demand or a committee comprised of some or all of such Trustees (the “independent Trustees”) will consider, with the assistance of counsel who may not deemed to be retained by such Trustees on behalf and at the expense Interested Persons of the Trust, Trust will consider the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to Trust or the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day periodaffected Series or Class, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the periodapplicable. Trustees who that are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a demand for derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (da) If the demand for derivative action has not been properly made under considered within 60 calendar days of the receipt of such demand by the Board of Trustees, a decision has not been communicated to the complaining Shareholders within the time permitted by sub-paragraph (ii) below, and sub-paragraphs (i)-(iv) of paragraph (a) above have been met, the complaining Shareholders shall not be barred by this Declaration of Trust from commencing a derivative action. (b) If the demand for derivative action has been considered by the Board of this Section 9.8Trustees, and a majority of those Trustees who are not deemed to be Interested Persons of the independent Trustees have considered Trust, after considering the merits of the claim and have claim, has determined that maintaining a suit would not be in the best interests of the TrustTrust or the affected Series or Class, as applicable, the demand complaining Shareholders shall be rejected and barred from commencing the Complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trustaction. If upon such consideration a majority the appropriate members of the independent Trustees Board determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence initiation of that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Board of Trustees, or the appropriate officers of the Trust, shall inform the Complaining complaining Shareholders of any decision reached under this sub-paragraph (dii) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, writing within five business days of such decision having been reached. (e3) If notice A Shareholder of a decision has not been sent to particular Series or Class of the Complaining Shareholders or the Shareholders’ counsel within the time permitted by paragraph (d) above, and subparagraphs (i) through (v) of paragraph (b) above have been complied with, the Complaining Shareholders Trust shall not be barred by this Declaration from commencing a derivative action. (f) A Complaining Shareholder whose demand is rejected pursuant entitled to paragraph (d) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series participate in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (g) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any attorneys’ fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (h) No Shareholder may make demand or commence a derivative action on behalf of any other Series or Class of the Trust Trust. (4) Any terms in this Section shall not apply to any Shares of which he any Series issued prior to the adoption of such terms or she is not the rights and preferences of any Class of Shareholders associated with any such Series to the extent the application of such terms would adversely affect to a shareholdermaterial degree the rights and preferences of such Shares or such Shareholders.

Derivative Actions. (a) The purpose of this Section 9.8 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. (b) Subject to the Delaware Act, no Shareholder may bring a derivative or similar action or proceeding in the right of the Trust or any Series Class to recover a judgment in its favor (a “derivative action”) unless each of the following conditions is met: (i) Each Complaining Shareholder Shareholder, as defined below, was a Shareholder of (A) the Series Trust or of the Class on behalf of or in the right or name of which the action is proposed to be brought and (B) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”), at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time; (ii) Each Complaining Shareholder was a Shareholder of the Trust or the affected Series or Class at the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative action, the Complaining Shareholders have made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the Trust or the affected Series or Class (a “demand”), which demand (A) shall be executed by or on behalf of no less fewer than three Complaining Shareholders, each of which shall be unaffiliated and unrelated (by blood or by marriage) to any other Complaining Shareholder executing such written demand demand; and (B) shall include at least the following: (1) a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made and the reasonably estimated damages or other relief sought; (2) a statement to the effect that the Complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right of the Trust or the affected Series or Class and an explanation of why the Complaining Shareholders believe that to be the case; (3) a certification that the requirements of subparagraphs (i) and (ii) of this paragraph (ba) have been met, as well as information and documentation reasonably designed to allow the Trustees to verify that certification; (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) a certification by each Complaining Shareholder of the number of Shares of the Trust or the affected Series or Class owned beneficially or of record by each such Complaining Shareholder at the time set forth in subparagraphs (i), (ii) and (iiiii) of this paragraph (ba) and an undertaking by each Complaining Shareholder that each such Complaining Shareholder will be a Shareholder of the Trust or the affected Series or Class as of the Table of Contents commencement of and throughout the derivative action action, and that during such period each Complaining Shareholder will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining Shareholders of any such Shares within three business days thereof; and (6) an acknowledgment of the provisions of paragraphs (fe) and (gf) of this Section 9.8 below; (iv) Shareholders owning who held (or subsequently acquired in accordance with subparagraph (i) above) Shares of the affected Classes at the times specified in subparagraphs (i) and (ii) above and who own, at the commencement of the derivative action, Shares representing at least ten percent (10%) of the voting power Outstanding Shares of the Trust or the affected Series or Class must join in initiating the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs (i) through (iv) above have already been met and the derivative action has not been barred in accordance with paragraph (dc) below. (cb) Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements set forth above, those Trustees who are independent for purposes of considering the demand or a committee comprised of some or all of such Trustees (the “independent Trustees”) will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the TrustTrust or the affected Class, as applicable; provided, however, that the independent Trustees shall not be required to consider a Shareholder demand that is not submitted in accordance with the requirements set forth above. If, during this 90-day period, those independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day period, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the period. Trustees who are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (dc) If the demand has been properly made under paragraph (b) of this Section 9.8hereunder, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the TrustTrust or the affected Class, as applicable, the demand shall be rejected and the Complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust or the affected Class shall be approved by the Trustees. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining Shareholders of any decision reached under this paragraph (dc) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, within five business days of such decision having been reached. (e) If notice of a decision has not been sent to the Complaining Shareholders or the Shareholders’ counsel within the time permitted by paragraph (d) above, and subparagraphs (i) through (v) of paragraph (b) above have been complied with, the Complaining Shareholders shall not be barred by this Declaration from commencing a derivative action. (f) A Complaining Shareholder whose demand is rejected pursuant to paragraph (d) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (g) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any attorneys’ fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (h) No Shareholder may make demand or commence a derivative action on behalf of any Series of the Trust of which he or she is not a shareholder.

Derivative Actions. In addition to all suits, claims or other actions (collectively, “claims”) that under applicable law must be brought as derivative claims, each Shareholder of the Trust or any Series or Class thereof agrees that any claim that affects all Shareholders of the Trust or any Series or Class equally, that is, proportionately based on their number of Shares in the Trust or in such Series or Class, must be brought as a derivative claim subject to this Section 16 of Article VIII irrespective of whether such claim involves a violation of the Shareholders’ rights under this Declaration of Trust or any other alleged violation of contractual or individual rights that might otherwise give rise to a direct claim. (a) The purpose of this Section 9.8 is to adopt additional standards and restrictions to protect the interests Shareholders 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. (b) Subject to the Delaware Act, no Shareholder or any Series or Class may not bring a derivative or similar action or proceeding in to enforce the right of the Trust or any an affected Series to recover a judgment in its favor (a “derivative action”) or Class, as applicable, unless each of the following conditions is met: (i) Each Complaining complaining Shareholder was a Shareholder of (A) the Series on behalf of Trust or in the right of which the action is proposed to be brought and (B) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”), as applicable, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time; (ii) Each Complaining complaining Shareholder was a Shareholder of the Trust or the affected Series or Class at Class, as applicable, as of the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative action, the Complaining complaining Shareholders have made a written demand on to the Board of Trustees requesting that the Trustees they cause the Trust or affected Series or Class, as applicable, to file the action itself on behalf of the affected Series or Class (a “demand”)itself. In order to warrant consideration, which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholders, each of which shall be unaffiliated and unrelated (by blood or by marriage) to any other Complaining Shareholder executing such written demand and (B) shall must include at least the following: (1) a detailed description of the action or failure to act complained of, of and the facts upon which each such allegation is made and the reasonably estimated damages or other relief soughtmade; (2) a statement to the effect that the Complaining complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right of the Trust or the affected Series or Class Class, as applicable and an explanation of why the Complaining complaining Shareholders believe that to be the case; (3) a certification that the requirements of subparagraphs sub-paragraphs (i) and (ii) of this paragraph (b) have been met, as well as information reasonably designed to allow the Trustees to verify that certification;; and (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining Shareholder at the time set forth in subparagraphs (i), (ii) and (iii) of this paragraph (b) and an undertaking that each Complaining complaining Shareholder will be a Shareholder of the Trust or the affected Series or Class Class, as applicable as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining Shareholders of any such Shares within three business days thereof; and (6) an acknowledgment of the provisions of paragraphs (f) and (g) of this Section 9.8 belowaction; (iv) Shareholders owning Shares representing at At least ten percent (10%) % of the voting power Shareholders of the Trust or the affected Series or Class Class, as applicable, must join in initiating bringing the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs sub-paragraphs (i) through (ivi)-(iv) above have already been met and the derivative action has not been barred in accordance with paragraph (db)(ii) below. (cb) Demands for derivative action submitted in accordance with the requirements above will be considered by those Trustees who are not deemed to be Interested Persons of the Trust. Within 90 30 calendar days of the receipt of a Shareholder such demand submitted in accordance with by the requirements aboveBoard of Trustees, those Trustees who are independent for purposes of considering the demand or a committee comprised of some or all of such Trustees (the “independent Trustees”) will consider, with the assistance of counsel who may not deemed to be retained by such Trustees on behalf and at the expense Interested Persons of the Trust, Trust will consider the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to Trust or the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day periodaffected Series or Class, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the periodapplicable. Trustees who that are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (di) If the demand for derivative action has not been considered within 30 calendar days of the receipt of such demand by the Board of Trustees, a decision has not been communicated to the complaining Shareholders within the time permitted by sub-paragraph (ii) below, and sub-paragraphs (i)-(iv) of paragraph (a) above have been met, the complaining Shareholders shall not be barred by this Declaration of Trust from commencing a derivative action. (ii) If the demand for derivative action has been properly made under paragraph (b) considered by the Board of this Section 9.8Trustees, and a majority of those Trustees who are not deemed to be Interested Persons of the independent Trustees have considered Trust, after considering the merits of the claim and have claim, has determined that maintaining a suit would not be in the best interests of the TrustTrust or the affected Series or Class, as applicable, the demand complaining Shareholders shall be rejected and barred from commencing the Complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trustaction. If upon such consideration a majority the appropriate members of the independent Trustees Board determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence initiation of that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Board of Trustees, or the appropriate officers of the Trust, shall inform the Complaining complaining Shareholders of any decision reached under this sub-paragraph (dii) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, writing within five business days of such decision having been reached. (ec) If notice A Shareholder of a decision has not been sent to particular Series or Class of the Complaining Shareholders or the Shareholders’ counsel within the time permitted by paragraph (d) above, and subparagraphs (i) through (v) of paragraph (b) above have been complied with, the Complaining Shareholders Trust shall not be barred by this Declaration from commencing a derivative action. (f) A Complaining Shareholder whose demand is rejected pursuant entitled to paragraph (d) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series participate in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (g) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any attorneys’ fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (h) No Shareholder may make demand or commence a derivative action on behalf of any other Series or Class of the Trust Trust. The provisions in this Section shall not apply to any Shares of which he any Series issued prior to the adoption of such provisions or she is not the rights and preferences of any Class of Shareholders associated with any such Series to the extent the application of such provisions would adversely affect to a shareholdermaterial degree the rights and preferences of such Shares or such Shareholders.

Derivative Actions. (a) The purpose of this Section 9.8 10.8 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. (b) Subject to the Delaware Act, no Shareholder may bring a derivative or similar action or proceeding in the right of the Trust or any Series to recover a judgment in its favor (a “derivative action”) unless each of the following conditions is met: (i) Each Complaining Shareholder was a Shareholder of (A) the Series on behalf of or in the right of which the action is proposed to be brought and (B) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”), at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time; (ii) Each Complaining Shareholder was a Shareholder of the affected Series or Class at the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative action, the Complaining Shareholders have made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the affected Series or Class (a “demand”), which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholders, each of which shall be unaffiliated and unrelated (by blood or by marriage) to any other Complaining Shareholder executing such written demand and (B) shall include at least the following: (1) a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made and the reasonably estimated damages or other relief sought; (2) a statement to the effect that the Complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right of the affected Series or Class and an explanation of why the Complaining Shareholders believe that to be the case; (3) a certification that the requirements of subparagraphs (i) and (ii) of this paragraph (b) have been met, as well as information reasonably designed to allow the Trustees to verify that certification; (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining Shareholder at the time set forth in subparagraphs (i), (ii) and (iii) of this paragraph (b) and an undertaking that each Complaining Shareholder will be a Shareholder of the affected Series or Class as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining Shareholders of any such Shares within three business days thereof; and (6) an acknowledgment of the provisions of paragraphs (f) and (g) of this Section 9.8 10.8 below; (iv) Shareholders owning Shares representing at least ten percent (10%) of the voting power of the affected Series or Class must join in initiating the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs (i) through (iv) above have already been met and the derivative action has not been barred in accordance with paragraph (d) below. (c) Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements above, those Trustees who are independent for purposes of considering the demand or a committee comprised of some or all of such Trustees (the “independent Independent Trustees”) will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day period, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 4.13 hereof to the Complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the period. Trustees who are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (d) If the demand has been properly made under paragraph (b) of this Section 9.810.8, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the Trust, the demand shall be rejected and the Complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining Shareholders of any decision reached under this paragraph (d) by sending in accordance with the provisions of Section 4.12 4.13 hereof written notice to each Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, within five business days of such decision having been reached. (e) If notice of a decision has not been sent to the Complaining Shareholders or the Shareholders’ counsel within the time permitted by paragraph (d) above, and subparagraphs (i) through (v) of paragraph (b) above have been complied with, the Complaining Shareholders shall not be barred by this Declaration from commencing a derivative action. (f) A Complaining Shareholder whose demand is rejected pursuant to paragraph (d) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 10.8 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.810.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (g) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any attorneys’ fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (h) No Shareholder may make demand or commence a derivative action on behalf of any Series of the Trust of which he or she is not a shareholder.

Derivative Actions. (a) The purpose of this Section 9.8 is to adopt additional standards and restrictions to protect the interests Shareholders 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. (b) Subject to the Delaware Act, no Shareholder or any Series may not bring a derivative or similar action or proceeding in to enforce the right of the Trust or any Series to recover a judgment in its favor (a “derivative action”) an affected Series, as applicable, unless each of the following conditions is met: (i) Each Complaining complaining Shareholder was a Shareholder of (A) the Series on behalf of Trust or in the right of which the action is proposed to be brought and (B) a Class of the Series affected by the action or failure to act complained ofSeries, to the extent that fewer than all Classes were affected (the “affected Series or Class”)as applicable, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time; (ii) Each Complaining complaining Shareholder was a Shareholder of the Trust or the affected Series or Class at Series, as applicable, as of the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative action, the Complaining complaining Shareholders have made a written demand on to the Board of Trustees requesting that the Trustees they cause the Trust or affected Series, as applicable, to file the action itself on behalf of the affected Series or Class (a “demand”)itself. In order to warrant consideration, which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholders, each of which shall be unaffiliated and unrelated (by blood or by marriage) to any other Complaining Shareholder executing such written demand and (B) shall must include at least the following: (1) a detailed description of the action or failure to act complained of, of and the facts upon which each such allegation is made and the reasonably estimated damages or other relief soughtmade; (2) a statement to the effect that the Complaining complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right of the Trust or the affected Series or Class Series, as applicable and an a explanation of why the Complaining complaining Shareholders believe that to be the case; (3) a certification that the requirements of subparagraphs sub-paragraphs (i) and (ii) of this paragraph (b) have been met, as well as information reasonably designed to allow the Trustees to verify that certification;; and (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining Shareholder at the time set forth in subparagraphs (i), (ii) and (iii) of this paragraph (b) and an undertaking that each Complaining complaining Shareholder will be a Shareholder of the Trust or the affected Series or Class Series, as applicable as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining Shareholders of any such Shares within three business days thereof; and (6) an acknowledgment of the provisions of paragraphs (f) and (g) of this Section 9.8 belowaction; (iv) Shareholders owning Shares representing at At least ten percent (10%) % of the voting power Shareholders of the Trust or the affected Series or Class Series, as applicable, must join in initiating bringing the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs sub-paragraphs (i) through (ivi)-(iv) above have already been met and the derivative action has not been barred in accordance with paragraph (db)(ii) below. (cb) Demands for derivative action submitted in accordance with the requirements above will be considered by those Trustees who are not deemed to be Interested Persons of the Trust. Within 90 30 calendar days of the receipt of a Shareholder such demand submitted in accordance with by the requirements aboveBoard of Trustees, those Trustees who are independent for purposes of considering the demand or a committee comprised of some or all of such Trustees (the “independent Trustees”) will consider, with the assistance of counsel who may not deemed to be retained by such Trustees on behalf and at the expense Interested Persons of the Trust, Trust will consider the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to Trust or the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day periodaffected Series, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the periodapplicable. Trustees who that are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (di) If the demand for derivative action has not been considered within 30 calendar days of the receipt of such demand by the Board of Trustees, a decision communicated to the complaining Shareholder within the time permitted by sub-paragraph (ii) below, and sub-paragraphs (i)-(iv) of paragraph (a) above have been met, the complaining Shareholders shall not be barred by this Declaration of Trust from commencing a derivative action. (ii) If the demand for derivative action has been properly made under paragraph (b) considered by the Board of this Section 9.8Trustees, and a majority of those Trustees who are not deemed to be Interested Persons of the independent Trustees have considered Trust, after considering the merits of the claim and have claim, has determined that maintaining a suit would not be in the best interests of the TrustTrust or the affected Series, as applicable, the demand complaining Shareholders shall be rejected and barred from commencing the Complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trustaction. If upon such consideration a majority the appropriate members of the independent Trustees Board determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence initiation of that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Board of Trustees, or the appropriate officers of the Trust, shall inform the Complaining complaining Shareholders of any decision reached under this sub-paragraph (dii) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, writing within five business days of such decision having been reached. (ec) If notice A Shareholder of a decision has not been sent to particular Series of the Complaining Shareholders or the Shareholders’ counsel within the time permitted by paragraph (d) above, and subparagraphs (i) through (v) of paragraph (b) above have been complied with, the Complaining Shareholders Trust shall not be barred by this Declaration from commencing a derivative action. (f) A Complaining Shareholder whose demand is rejected pursuant entitled to paragraph (d) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series participate in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (g) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any attorneys’ fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (h) No Shareholder may make demand or commence a derivative action on behalf of any other Series of the Trust of which he or she is not a shareholderTrust.

Derivative Actions. (a) The purpose of this In addition to the requirements set forth in Section 9.8 is to adopt additional standards and restrictions to protect the interests 3816 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. (b) Subject to the Delaware ActDSTA, no Shareholder may bring a derivative or similar action or proceeding in the right of the Trust or any Series to recover a judgment in its favor (a “derivative actionDerivative Action”) unless each of the following conditions is met: (i) Each Complaining complaining Shareholder was a Shareholder of (A1) the Series on behalf of or in the right of which the action Derivative Action is proposed to be brought and (B2) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”)affected, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person person who was a Shareholder at that time; (ii) Each Complaining complaining Shareholder was a Shareholder of the affected Series or Class class at the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative actionDerivative Action, the Complaining complaining Shareholders have made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the affected Series or Class (a “demand”)class, which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholderscomplaining Shareholders who together hold not less than ten percent (10%) of the outstanding Shares of the affected Series or class, each none of which shall be unaffiliated and unrelated related to (by blood or by marriage) to or otherwise affiliated with any other Complaining complaining Shareholder executing such written demand (other than as Shareholders of the Trust); and (B) shall include at least the following: (1) . a copy of the proposed derivative complaint, setting forth a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made and the reasonably estimated damages or other relief sought; (2) . a statement to the effect that the Complaining complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right rights of the affected Series or Class class and an explanation of why the Complaining complaining Shareholders believe that to be the case; (3) . a certification that the requirements of subparagraphs sub-paragraphs (i) and (ii) of this paragraph (ba) have been met, as well as information and documentation reasonably designed to allow the Trustees to verify that certification; (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) . a certification of the number of Shares of the affected Series or Class class owned beneficially or of record by each Complaining complaining Shareholder at the time set forth in subparagraphs clauses (i), (ii) and (iii) of this paragraph subsection (ba) and an undertaking that each Complaining complaining Shareholder will be a Shareholder of the affected Series or Class as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining complaining Shareholders of any such Shares within three business days thereof; and (6) 5. an acknowledgment of the provisions of paragraphs (fd) and (ge) of this Article V, Section 9.8 6 below;; and (iv) Shareholders owning Shares representing at least ten percent (10%) of the voting power of the affected Series or Class must join in initiating the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs (i) through (iv) above have already been met and the The derivative action has not been barred in accordance with paragraph (db)(i) below. (cv) Article V, Section 6(a)(iii) shall not apply to claims arising under the federal securities laws. (b) Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements above, those Trustees who are independent for purposes not deemed to be “interested persons” of considering the demand or a committee comprised of some or all of such Trustees Trust as that term is defined in the 1940 Act (the “i.e., independent Trustees”) will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day period, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining complaining Shareholders, or, or the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the period. Trustees who are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (di) If the demand has been properly made under paragraph (ba) of this Article V, Section 9.86, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the Trust, the demand shall be rejected and the Complaining complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall either cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively derivatively, or permit the Complaining complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining complaining Shareholders of any decision reached under this sub-paragraph (di) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, within five business days of such decision having been reached. (eii) If notice of a decision has not been sent to the Complaining complaining Shareholders or the Shareholders’ counsel within the time permitted by sub-paragraph (di) above, and subparagraphs sub-paragraphs (i) through (viv) of paragraph (ba) above have been complied with, the Complaining complaining Shareholders shall not be barred by this Declaration of Trust from commencing a derivative action. (fc) A Complaining complaining Shareholder whose demand is rejected pursuant to paragraph (db)(i) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Article V, Section 9.8 6 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Article V, Section 9.86. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. This Article V, Section 6(c) shall not apply to claims arising under the federal securities laws. (gd) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining complaining Shareholder in any circumstances only if required by applicable law. Neither the Trust nor the affected Series shall be obligated to pay any Any attorneys’ fees so incurred by a Complaining complaining Shareholder other than fees that are reasonable and that do not exceed an amount the Trust is obligated to pay on the basis of hourly rates shall be calculated using reasonable hourly rates. (he) No A Shareholder may make demand or of a particular Series of the Trust shall not be entitled in such capacity to commence a derivative action on behalf of any other Series of the Trust of which he or she is not a shareholderTrust.

Derivative Actions. In addition to all suits, claims or other actions (collectively, “claims”) that under applicable law must be brought as derivative claims, each Shareholder of the Trust or any Series or Class thereof agrees that any claim that affects all Shareholders of the Trust or any Series or Class equally, that is, proportionately based on their number of Shares in the Trust or in such Series or Class, must be brought as a derivative claim subject to this Section 8.9 irrespective of whether such claim involves a violation of the Shareholders’ rights under this Declaration of Trust or any other alleged violation of contractual or individual rights that might otherwise give rise to a direct claim. (a) The purpose of this Section 9.8 is to adopt additional standards and restrictions to protect the interests Shareholders 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. (b) Subject to the Delaware Act, no Shareholder or any Series or Class may not bring a derivative or similar action or proceeding in to enforce the right of the Trust or any an affected Series to recover a judgment in its favor (a “derivative action”) or Class, as applicable, unless each of the following conditions is met: (i) Each Complaining complaining Shareholder was a Shareholder of (A) the Series on behalf of Trust or in the right of which the action is proposed to be brought and (B) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”), as applicable, at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time; (ii) Each Complaining complaining Shareholder was a Shareholder of the Trust or the affected Series or Class at Class, as applicable, as of the time the demand required by subparagraph (iii( ) below was made; (iii) Prior to the commencement of such derivative action, the Complaining complaining Shareholders have made a written demand on to the Board of Trustees requesting that the Trustees they cause the Trust or affected Series or Class, as applicable, to file the action itself on behalf of the affected Series or Class (a “demand”)itself. In order to warrant consideration, which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholders, each of which shall be unaffiliated and unrelated (by blood or by marriage) to any other Complaining Shareholder executing such written demand and (B) shall must include at least the following: (1) a detailed description of the action or failure to act complained of, of and the facts upon which each such allegation is made and the reasonably estimated damages or other relief soughtmade; (2) a statement to the effect that the Complaining complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right of the Trust or the affected Series or Class Class, as applicable and an explanation of why the Complaining complaining Shareholders believe that to be the case; (3) a certification that the requirements of subparagraphs sub-paragraphs (i) and (ii) of this paragraph (b) have been met, as well as information reasonably designed to allow the Trustees to verify that certification;; and (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining Shareholder at the time set forth in subparagraphs (i), (ii) and (iii) of this paragraph (b) and an undertaking that each Complaining complaining Shareholder will be a Shareholder of the Trust or the affected Series or Class Class, as applicable as of the commencement of and throughout the derivative action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining Shareholders of any such Shares within three business days thereof; and (6) an acknowledgment of the provisions of paragraphs (f) and (g) of this Section 9.8 belowaction; (iv) Shareholders owning Shares representing at At least ten percent (10%) % of the voting power Shareholders of the Trust or the affected Series or Class Class, as applicable, must join in initiating bringing the derivative actionaction (provided, that the requirements of this clause (iv) shall not apply to derivative claims brought under federal securities law); and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs sub-paragraphs (i) through (ivi)-(iv) above have already been met and the derivative action has not been barred in accordance with paragraph (db)(ii) below. (cb) Demands for derivative action submitted in accordance with the requirements above will be considered by those Trustees who are not deemed to be Interested Persons of the Trust. Within 90 30 calendar days of the receipt of a Shareholder such demand submitted in accordance with by the requirements aboveBoard of Trustees, those Trustees who are independent for purposes of considering the demand or a committee comprised of some or all of such Trustees (the “independent Trustees”) will consider, with the assistance of counsel who may not deemed to be retained by such Trustees on behalf and at the expense Interested Persons of the Trust, Trust will consider the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to Trust or the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day periodaffected Series or Class, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the periodapplicable. Trustees who that are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a demand for derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (di) If the demand for derivative action has not been considered within 30 calendar days of the receipt of such demand by the Board of Trustees, a decision has not been communicated to the complaining Shareholders within the time permitted by sub-paragraph (ii) below, and sub-paragraphs (i)-(iv) of paragraph (a) above have been met, the complaining Shareholders shall not be barred by this Declaration of Trust from commencing a derivative action. (ii) If the demand for derivative action has been properly made under paragraph (b) considered by the Board of this Section 9.8Trustees, and a majority of those Trustees who are not deemed to be Interested Persons of the independent Trustees have considered Trust, after considering the merits of the claim and have claim, has determined that maintaining a suit would not be in the best interests of the TrustTrust or the affected Series or Class, as applicable, the demand complaining Shareholders shall be rejected and barred from commencing the Complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trustaction. If upon such consideration a majority the appropriate members of the independent Trustees Board determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence initiation of that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust shall be approved by the Trustees. The Board of Trustees, or the appropriate officers of the Trust, shall inform the Complaining complaining Shareholders of any decision reached under this sub-paragraph (dii) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, writing within five business days of such decision having been reached. (e) If notice . A Shareholder of a decision has not been sent to particular Series or Class of the Complaining Shareholders or the Shareholders’ counsel within the time permitted by paragraph (d) above, and subparagraphs (i) through (v) of paragraph (b) above have been complied with, the Complaining Shareholders Trust shall not be barred by this Declaration from commencing a derivative action. (f) A Complaining Shareholder whose demand is rejected pursuant entitled to paragraph (d) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series participate in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (g) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any attorneys’ fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (h) No Shareholder may make demand or commence a derivative action on behalf of any other Series or Class of the Trust of which he or she is not a shareholderTrust.

Derivative Actions. (a) The purpose of this Section 9.8 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. (b) Subject to the Delaware Act, no Shareholder may bring a derivative or similar action or proceeding in the right of the Trust or any Series Class to recover a judgment in its favor (a “derivative action”) unless each of the following conditions is met: (i) Each Complaining Shareholder Shareholder, as defined below, was a Shareholder of (A) the Series Trust or of the Class on behalf of or in the right or name of which the action is proposed to be brought and (B) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Series or Class”), at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time; (ii) Each Complaining Shareholder was a Shareholder of the Trust or the affected Series or Class at the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative action, the Complaining Shareholders have made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the Trust or the affected Series or Class (a “demand”), which demand (A) shall be executed by or on behalf of no less fewer than three Complaining Shareholders, each of which shall be unaffiliated and unrelated (by blood or by marriage) to any other Complaining Shareholder executing such written demand demand; and (B) shall include at least the following: (1) a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made and the reasonably estimated damages or other relief sought; (2) a statement to the effect that the Complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right of the Trust or the affected Series or Class and an explanation of why the Complaining Shareholders believe that to be the case; (3) a certification that the requirements of subparagraphs (i) and (ii) of this paragraph (ba) have been met, as well as information and documentation reasonably designed to allow the Trustees to verify that certification; (4) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5) a certification by each Complaining Shareholder of the number of Shares of the Trust or the affected Series or Class owned beneficially or of record by each such Complaining Shareholder at the time set forth in subparagraphs (i), (ii) and (iiiii) of this paragraph (ba) and an undertaking by each Complaining Shareholder that each such Complaining Shareholder will be a Shareholder of the Trust or the affected Series or Class as of the commencement of and throughout the derivative action action, and that during such period each Complaining Shareholder will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining Shareholders of any such Shares within three business days thereof; and (6) an acknowledgment of the provisions of paragraphs (fe) and (gf) of this Section 9.8 below; (iv) Shareholders owning who held (or subsequently acquired in accordance with subparagraph (i) above) Shares of the affected Classes at the times specified in subparagraphs (i) and (ii) above and who own, at the commencement of the derivative action, Shares representing at least ten percent (10%) of the voting power Outstanding Shares of the Trust or the affected Series or Class must join in initiating the derivative action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs (i) through (iv) above have already been met and the derivative action has not been barred in accordance with paragraph (dc) below. (cb) Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements set forth above, those Trustees who are independent for purposes of considering the demand or a committee comprised of some or all of such Trustees (the “independent Trustees”) will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the TrustTrust or the affected Class, as applicable; provided, however, that the independent Trustees shall not be required to consider a Shareholder demand that is not submitted in accordance with the requirements set forth above. If, during this 90-day period, those independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day period, as may be extended as provided hereunder, the “review period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the period. Trustees who are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (dc) If the demand has been properly made under paragraph (b) of this Section 9.8hereunder, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the TrustTrust or the affected Class, as applicable, the demand shall be rejected and the Complaining Shareholders shall not be permitted to maintain a derivative action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively, provided however that any counsel representing the interests of the Trust or the affected Class shall be approved by the Trustees. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining Shareholders of any decision reached under this paragraph (dc) by sending in accordance with the provisions of Section 4.12 hereof written notice to each Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, within five business days of such decision having been reached. (ed) If notice of a decision has not been sent to the Complaining Shareholders or the Shareholders’ counsel within the time permitted by paragraph (dc) above, and subparagraphs (i) through (v) of paragraph (ba) above have been complied with, the Complaining Shareholders shall not be barred by this Declaration from commencing a derivative action. (fe) A Complaining Shareholder whose demand is rejected pursuant to paragraph (dc) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action in violation of this Section 9.8 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.8. If a court determines that any derivative action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (gf) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the The Trust nor the affected Series shall not be obligated to pay any attorneys’ fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (hg) No Shareholder may make demand or commence a derivative action on behalf of any Series Class of the Trust of which he or she is not a shareholder.

Derivative Actions. (a) The purpose of this Section 9.8 8.9 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 Shareholder demands and derivative actionsDerivative Actions. (b) Subject to the Delaware Act, no Shareholder may bring a derivative or similar action or proceeding in the right of the Trust or any Series to recover a judgment in its favor (a “derivative actionDerivative Action”) unless each of the following conditions is met: (i) Each Complaining Shareholder was a Shareholder of (A) the Series on behalf of or in the right of which the action is proposed to be brought and (B) a Class of the Series affected by the action or failure to act complained of, to the extent that fewer than all Classes were affected (the “affected Affected Series or Class”), at the time of the action or failure to act complained of, or acquired the Shares afterwards by operation of law from a Person who was a Shareholder at that time; (ii) Each Complaining Shareholder was a Shareholder of the affected Series or Class at the time the demand required by subparagraph (iii) below was made; (iii) Prior to the commencement of such derivative actionDerivative Action, the Complaining Shareholders have made a written demand on the Trustees requesting that the Trustees cause the Trust to file the action itself on behalf of the affected Series or Class (a “demandDemand”), which demand (A) shall be executed by or on behalf of no less than three Complaining Shareholders, each of which shall be unaffiliated and unrelated (by blood or by marriage) to any other Complaining Shareholder executing such written demand and (B) shall include at least the following: (1A) a detailed description of the action or failure to act complained of, the facts upon which each such allegation is made and the reasonably estimated damages or other relief sought; (2B) a statement to the effect that the Complaining Shareholders believe in good faith that they will fairly and adequately represent the interests of similarly situated Shareholders in enforcing the right of the affected Series or Class and an explanation of why the Complaining Shareholders believe that to be the case; (3C) a certification that the requirements of subparagraphs (i) and (ii) of this paragraph (b) have been met, as well as information reasonably designed to allow the Trustees to verify that certification; (4D) a list of all other derivative or class actions in which any of the Complaining Shareholders is or was a named plaintiff, the court in which such action was filed, the date of filing, the name of all counsel to any plaintiffs and the outcome or current status of such actions; (5E) a certification of the number of Shares of the affected Series or Class owned beneficially or of record by each Complaining Shareholder at the time set forth in subparagraphs (i), (ii) and (iii) of this paragraph (b) and an undertaking that each Complaining Shareholder will be a Shareholder of the affected Series or Class as of the commencement of and throughout the derivative action Derivative Action and will notify the Trust in writing of any sale, transfer or other disposition by any of the Complaining Shareholders of any such Shares within three business days thereof; and (6F) an acknowledgment of the provisions of paragraphs (f) and (g) of this Section 9.8 9.08 below; (iv) Shareholders owning Shares representing at least ten percent (10%) of the voting power of the affected Series or Class must join in initiating the derivative actionDerivative Action; and (v) A copy of the proposed derivative complaint must be served on the Trust, assuming the requirements of subparagraphs (i) through (iv) above have already been met and the derivative action Derivative Action has not been barred in accordance with paragraph (d) below. (c) Within 90 calendar days of the receipt of a Shareholder demand submitted in accordance with the requirements above, those Trustees who are independent for purposes of considering the demand or a committee comprised of some or all of such Trustees (the “independent Independent Trustees”) will consider, with the assistance of counsel who may be retained by such Trustees on behalf and at the expense of the Trust, the merits of the claim and determine whether maintaining a suit would be in the best interests of the Trust. If, during this 90-day period, those independent Trustees conclude that a determination as to the maintenance of a suit cannot reasonably be made within the 90-day period, those independent Trustees may extend the 90-day period by a period of time that the independent Trustees consider will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period (such 90-day period, as may be extended as provided hereunder, the “review periodReview Period”). Notice of any such decision to extend the review period shall be sent in accordance with the provisions of Section 4.12 hereof to the Complaining Shareholders, or, the Shareholders’ counsel if represented by counsel, in writing within five business days of any decision to extend the period. Trustees who are not deemed to be Interested Persons of the Trust are deemed independent for all purposes, including for the purpose of approving or dismissing a derivative actionDerivative Action. A Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent solely by virtue of (i) 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 with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration, (iii) the fact that such Trustee was identified in the demand as a potential defendant or witness, or (iv) the fact that the Trustee approved the act being challenged in the demand if the act resulted in no material personal benefit to the Trustee or, if the Trustee is also a Shareholder, no material personal benefit that is not shared pro rata with other Shareholders. (d) If the demand has been properly made under paragraph (b) of this Section 9.88.9, and a majority of the independent Trustees have considered the merits of the claim and have determined that maintaining a suit would not be in the best interests of the Trust, the demand shall be rejected and the Complaining Shareholders shall not be permitted to maintain a derivative action Derivative Action unless they first sustain the burden of proof to the court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Trust. If upon such consideration a majority of the independent Trustees determine that such a suit should be maintained, then the appropriate officers of the Trust shall cause the Trust to commence that suit and such suit shall proceed directly rather than derivatively or permit the Complaining Shareholders to proceed derivatively; provided, provided however however, that any counsel representing the interests of the Trust shall be approved by the Trustees. The Trustees, or the appropriate officers of the Trust, shall inform the Complaining Shareholders of any decision reached under this paragraph (d) by sending in accordance with the provisions of Section 4.12 hereof 5.09 of the Bylaws, or any successor provision of the Bylaws, written notice to each Complaining Shareholder, or the Shareholder’s counsel, if represented by counsel, within five business days of such decision having been reached. (e) If notice of a decision has not been sent to the Complaining Shareholders or the Shareholders’ counsel within the time permitted by paragraph (d) above, and subparagraphs (i) through (v) of paragraph (b) above have been complied with, the Complaining Shareholders shall not be barred by this Declaration from commencing a derivative actionDerivative Action. (f) A Complaining Shareholder whose demand is rejected pursuant to paragraph (d) above shall be responsible for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the Trust’s consideration of the demand if a court determines that the demand was made without reasonable cause or for an improper purpose. A Shareholder who commences or maintains a derivative action Derivative Action in violation of this Section 9.8 9.08 shall reimburse the Trust and/or the affected Series for the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action if the action is dismissed on the basis of the failure to comply with this Section 9.89.08. If a court determines that any derivative action Derivative Action has been brought without reasonable cause or for an improper purpose, the costs and expenses (including attorneys’ fees) incurred by the Trust and/or the affected Series in connection with the action shall be borne by the Shareholders who commenced the action. (g) The Trust or the affected Series shall be responsible for payment of attorneys’ fees and legal expenses incurred by a Complaining Shareholder in any circumstances only if required by law. Neither the Trust nor the affected Series shall be obligated to pay any attorneys’ fees so incurred by a Complaining Shareholder other than fees that are reasonable and that do not exceed an amount calculated using reasonable hourly rates. (h) No Shareholder may make demand or commence a derivative action Derivative Action on behalf of any Series of the Trust of which he or she is not a shareholder.