Common use of Forum for Adjudication of Disputes Clause in Contracts

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any action or proceeding brought on behalf of the Trust or the Shareholders, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or employee of the Trust to the Trust or the Trust’s Shareholders, (iii) any action asserting a claim arising pursuant to any provision of Massachusetts law or this Declaration of Trust or the Bylaws, (iv) any action to interpret, apply, enforce or determine the validity of this Declaration of Trust or the Bylaws or any agreement contemplated by any provision of the Investment Company Act of 1940, this Declaration of Trust or the By-Laws, or (v) any action asserting a claim governed by the internal affairs doctrine (each, a “Covered Action”) shall be within the federal or state courts in the Commonwealth of Massachusetts. Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Section 7, and (ii) deemed to have waived any argument relating to the inconvenience of the forum referenced above in connection with any action or proceeding described in this Section 7. If any Covered Action is filed in a court other than in a federal or state court sitting within the Commonwealth of Massachusetts (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Commonwealth of Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Section 7 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Section 7. If any provision or provisions of this Section 7 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 7 (including, without limitation, each portion of any sentence of this Section 7 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any action or proceeding brought on behalf of the Trust or the Shareholders, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer officer, or other employee of the Trust to the Trust or the Trust’s Shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Massachusetts law Business Corporation Act, Chapter 182 of the Massachusetts General Laws or this the Declaration of Trust or the these Bylaws, (iv) any action to interpret, apply, enforce or determine the validity of this the Declaration of Trust or the these Bylaws or any agreement contemplated by any provision of the Investment Company Act of 19401940 Act, this the Declaration of Trust or the By-Lawsthese Bylaws, or (v) any action asserting a claim governed by the internal affairs doctrine (each, a “Covered Action”) shall be within the federal or state courts in the Commonwealth of MassachusettsMassachusetts (each, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Section 711.1, and (ii) deemed to have waived any argument relating to the inconvenience of the forum referenced above in connection with any action or proceeding described in this Section 711.1. If any Covered Action is filed in a court other than in a federal or state court sitting within the Commonwealth of Massachusetts (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Commonwealth of Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Section 7 11.1 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Section 7. If any provision or provisions of this Section 7 11.1 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 7 11.1 (including, without limitation, each portion of any sentence of this Section 7 11.1 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any action or proceeding brought on behalf of the Trust or the Shareholders, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer officer, or other employee of the Trust to the Trust or the Trust’s Shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Massachusetts law Business Corporation Act, Chapter 182 of the Massachusetts General Laws or this the Declaration of Trust or the these Bylaws, (iv) any action to interpret, apply, enforce or determine the validity of this the Declaration of Trust or the these Bylaws or any agreement contemplated by any provision of the Investment Company Act of 19401940 Act, this the Declaration of Trust or the By-Lawsthese Bylaws, or (v) any action asserting a claim governed by the internal affairs doctrine (each, a “Covered Action”) shall be within the federal or state courts in the Commonwealth of MassachusettsMassachusetts (each, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Section 711.1, and (ii) deemed to have waived any argument relating to the inconvenience of the forum referenced above in connection with any action or proceeding described in this Section 711.1. If any Covered Action is filed in a court other than in a federal or state court sitting within the Commonwealth of Massachusetts (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the The Commonwealth of Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Section 7 11.1 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Section 7. If any provision or provisions of this Section 7 11.1 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 7 11.1 (including, without limitation, each portion of any sentence of this Section 7 11.1 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any action or proceeding brought on behalf of the Trust or the Shareholders, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer officer, or employee other agent of the Trust to the Trust or the Trust’s Shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Massachusetts law Business Corporation Act or this the Declaration of Trust or the Bylawsthese By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of this the Declaration of Trust or the Bylaws these By-Laws or any agreement contemplated by any provision of the Investment Company Act of 1940, this the Declaration of Trust or the these By-Laws, or (v) any action asserting a claim governed by the internal affairs doctrine (each, a “Covered Action”) shall be within the federal or state courts in the Commonwealth of MassachusettsMassachusetts (each, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Section 710.2, and (ii) deemed to have waived any argument relating to the inconvenience of the forum referenced above in connection with any action or proceeding described in this Section 710.2. If any Covered Action is filed in a court other than in a federal or state court sitting within the Commonwealth of Massachusetts (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Commonwealth of Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Section 7 10.2 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Section 7. If any provision or provisions of this Section 7 10.2 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 7 10.2 (including, without limitation, each portion of any sentence of this Section 7 10.2 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust or the ShareholdersTrust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust or the Trust’s Shareholders's shareholders, (iii) any action asserting a claim arising pursuant to any provision the laws of the Commonwealth of Massachusetts law or this the Declaration of Trust or the Bylawsthese By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of this the Declaration of Trust or the Bylaws or any agreement contemplated by any provision of the Investment Company Act of 1940, this Declaration of Trust or the these By-Laws, Laws or (v) any action asserting a claim governed by the internal affairs doctrine shall be the U.S. District Court for the District of Massachusetts or the Superior Court of the Commonwealth of Massachusetts (each, a “"Covered Action”) shall be within the federal or state courts in the Commonwealth of Massachusetts"). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (ia) deemed to have notice of and consented to the provisions of this Section 713.2, and (iib) deemed to have waived any argument relating to the inconvenience of the forum forums referenced above in connection with any action or proceeding described in this Section 713.2. If any Covered Action is filed in a court other than in a federal the U.S. District Court for the District of Massachusetts or state court sitting within the Superior Court of the Commonwealth of Massachusetts (a “"Foreign Action”") in the name of any Shareholdershareholder, such Shareholder shareholder shall be deemed to have consented to (i) the personal jurisdiction of the U.S. District Court for the District of Massachusetts or the Superior Court of the Commonwealth of Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Section 7 13.2 (an “"Enforcement Action”") and (ii) having service of process made upon such Shareholder shareholder in any such Enforcement Action by service upon such Shareholder’s shareholder's counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Section 7shareholder. If any provision or provisions of this Section 7 13.2 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 7 13.2 (including, without limitation, each portion of any sentence of this Section 7 13.2 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.. ARTICLE 14

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any action or proceeding brought on behalf of the Trust or one or more of the Shareholders, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or officer, other employee of the Trust Trust, or the Trust’s investment adviser to the Trust or the Trust’s Shareholders, (iii) any action asserting a breach of contract by the Trust, by any Trustee, officer or other employee of the Trust, or by the Trust’s investment adviser, (iv) any action asserting a claim arising pursuant to any provision of the Massachusetts law Business Corporation Act, Chapter 182 of the Massachusetts General Laws or this the Declaration of Trust or the these Bylaws, (ivv) any action to interpret, apply, enforce or determine the validity of this the Declaration of Trust or the these Bylaws or any agreement contemplated by any provision of the Investment Company Act of 19401940 Act, this the Declaration of Trust or the By-Lawsthese Bylaws, or (vvi) any action asserting a claim governed by the internal affairs doctrine (each, a “Covered Action”) shall be within the federal or state courts in the Commonwealth of MassachusettsMassachusetts (each, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Section 711.1, and (ii) deemed to have waived any argument relating to the inconvenience of the forum referenced above in connection with any action or proceeding described in this Section 711.1. If any Covered Action is filed in a court other than in a federal or state court sitting within the Commonwealth of Massachusetts (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the federal and state courts within The Commonwealth of Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Section 7 11.1 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Section 7. If any provision or provisions of this Section 7 11.1 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 7 11.1 (including, without limitation, each portion of any sentence of this Section 7 11.1 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby. The provisions of this Section 11.1 shall not apply to claims made under federal securities laws.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any action or proceeding brought on behalf of the Trust or the Shareholders, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer officer, or other employee of the Trust to the Trust or the Trust’s Shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Massachusetts law Business Corporation Act or this the Declaration of Trust or the Bylawsthese By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of this the Declaration of Trust or the Bylaws these By-Laws or any agreement contemplated by any provision of the Investment Company Act of 1940, this the Declaration of Trust or the these By-Laws, or (v) any action asserting a claim governed by the internal affairs doctrine (each, a “Covered Action”) shall be within the federal or state courts in the Commonwealth of MassachusettsMassachusetts (each, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Section 710.2, and (ii) deemed to have waived any argument relating to the inconvenience of the forum referenced above in connection with any action or proceeding described in this Section 710.2. If any Covered Action is filed in a court other than in a federal or state court sitting within the Commonwealth of Massachusetts (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Commonwealth of Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Section 7 10.2 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Section 7. If any provision or provisions of this Section 7 10.2 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 7 10.2 (including, without limitation, each portion of any sentence of this Section 7 10.2 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.

Forum for Adjudication of Disputes. Unless the Trust Corporation consents in writing to the selection of an alternative forum, (x) the Court of Chancery of the State of Delaware (the “Court of Chancery”) (or, in the event that the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (ia) any derivative action or proceeding brought on behalf of the Trust or the ShareholdersCorporation, (iib) any action asserting a claim of breach of a fiduciary duty owed by any TrusteeDirector, officer officer, employee, agent or employee stockholder of the Trust Corporation to the Trust Corporation or the TrustCorporation’s Shareholdersstockholders, (iiic) any action asserting a claim arising pursuant to any provision of Massachusetts law or this Declaration of Trust or the Bylaws, (iv) any action to interpret, apply, enforce or determine the validity of this Declaration of Trust or the Bylaws or any agreement contemplated by any provision of the Investment Company Act of 1940General Corporation Law, this Declaration Certificate of Trust Incorporation or the By-Laws, laws or as to which the General Corporation Law confers jurisdiction on the Court of Chancery of the State of Delaware or (vd) any action asserting a claim governed by the internal affairs doctrine doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein; and (each, a “Covered Action”y) the federal district courts of the United States shall be within the federal or state courts in exclusive forum for the Commonwealth resolution of Massachusettsany complaint asserting a cause of action arising under the Securities Act of 1933, as amended. Any person To the fullest extent permitted by law, any Person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest capital stock of the Trust Corporation shall be (i) deemed to have notice of and consented to the provisions of this Section 7Article 15. Notwithstanding the foregoing, and (ii) deemed this Article 15 shall not apply to have waived any argument relating to the inconvenience of the forum referenced above in connection with any action or proceeding described in this Section 7. If any Covered Action is filed in a court other than in a federal or state court sitting within the Commonwealth of Massachusetts (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Commonwealth of Massachusetts in connection with any action brought in any such courts claims seeking to enforce any liability or duty created by the first paragraph of this Section 7 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. FurthermoreExchange Act, except to the extent prohibited by any provision of the Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Section 7. If any provision or provisions of this Section 7 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of claim for which the remaining provisions of this Section 7 (including, without limitation, each portion of any sentence of this Section 7 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired therebyU.S. federal courts have exclusive jurisdiction.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust or the ShareholdersTrust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust or the Trust’s Shareholdersshareholders, (iii) any action asserting a claim arising pursuant to any provision the laws of the Commonwealth of Massachusetts law or this the Declaration of Trust or the Bylawsthese By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of this the Declaration of Trust or the Bylaws or any agreement contemplated by any provision of the Investment Company Act of 1940, this Declaration of Trust or the these By-Laws, Laws or (v) any action asserting a claim governed by the internal affairs doctrine shall be the U.S. District Court for the District of Massachusetts or the Superior Court of the Commonwealth of Massachusetts (each, a “Covered Action”) shall be within the federal or state courts in the Commonwealth of Massachusetts). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (ia) deemed to have notice of and consented to the provisions of this Section 713.2, and (iib) deemed to have waived any argument relating to the inconvenience of the forum forums referenced above in connection with any action or proceeding described in this Section 713.2. If any Covered Action is filed in a court other than in a federal the U.S. District Court for the District of Massachusetts or state court sitting within the Superior Court of the Commonwealth of Massachusetts (a “Foreign Action”) in the name of any Shareholdershareholder, such Shareholder shareholder shall be deemed to have consented to (i) the personal jurisdiction of the U.S. District Court for the District of Massachusetts or the Superior Court of the Commonwealth of Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Section 7 13.2 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder shareholder in any such Enforcement Action by service upon such Shareholdershareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Section 7shareholder. If any provision or provisions of this Section 7 13.2 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 7 13.2 (including, without limitation, each portion of any sentence of this Section 7 13.2 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.

Forum for Adjudication of Disputes. Unless To the fullest extent permitted by law, absent the consent in writing of all parties, the sole and exclusive forum for any action or proceeding asserting a cause of action arising under the federal securities laws that is brought in the name of any Shareholder, whether individually, representatively or derivatively on behalf of the Trust consents or any Series, against the Trust, any Series, the Trust’s investment adviser, or the Trustees, Officers or employees of the Trust shall be the federal courts sitting within the City of Boston in The Commonwealth of Massachusetts. In addition, to the fullest extent permitted by law, absent the consent in writing to the selection of an alternative forumall parties, the sole and exclusive forum for (i) any other action or proceeding brought in the name of any Shareholder, whether individually, representatively or derivatively on behalf of the Trust or any Series, against the ShareholdersTrust or any Series, the Trust’s investment adviser, or the Trustees, Officers or employees of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer arising under or employee of the Trust to the Trust or the Trust’s Shareholders, (iii) any action asserting a claim arising pursuant to any provision of Massachusetts law or this Declaration of Trust or the Bylaws, (iv) any action to interpret, apply, enforce or determine the validity of this the Declaration of Trust or the Bylaws these By-laws or any agreement contemplated by any provision of the Investment Company Act of 1940, this Declaration of Trust or the By-Lawsinvestment advisory agreement, or (viii) any action asserting a claim governed by the internal affairs doctrine (each, a “Covered Action”) shall be either the federal courts sitting within the federal or state courts City of Boston in the The Commonwealth of MassachusettsMassachusetts or the Business Litigation Session of the Massachusetts Superior Court in Suffolk County. Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Section 713.1, and (ii) deemed to have waived any argument relating to the inconvenience of the forum forums referenced above in connection with any action or proceeding described in this Section 7. If any Covered Action is filed in a court other than in a federal or state court sitting within the Commonwealth of Massachusetts (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Commonwealth of Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Section 7 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Section 7. If any provision or provisions of this Section 7 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 7 (including, without limitation, each portion of any sentence of this Section 7 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby13.1.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any action or proceeding brought by or on behalf of the Trust or any of the Trust’s Shareholders, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or employee of the Trust to the Trust or the Trust’s Shareholders, (iii) any action asserting a claim arising pursuant to any provision of Massachusetts law or this Declaration of Trust or the Bylaws, (iv) any action to interpret, apply, enforce or determine the validity of this Declaration of Trust or the Bylaws or any agreement contemplated by any provision of the Investment Company Act of 1940, this Declaration of Trust or the By-LawsBylaws, or (v) any action asserting a claim governed by the internal affairs doctrine (each, a “Covered Action”) shall be within the federal or state courts in the Commonwealth of Massachusetts. Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Section 7, and (ii) deemed to have waived any argument relating to the inconvenience of the forum referenced above in connection with any action or proceeding described in this Section 7. If any Covered Action is filed in a court other than in a federal or state court sitting within the Commonwealth of Massachusetts (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the Commonwealth of Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Section 7 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer of such Foreign Action based upon non-compliance with this Section 7. If any provision or provisions of this Section 7 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 7 (including, without limitation, each portion of any sentence of this Section 7 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any action or proceeding brought by or on behalf of the Trust or the any Shareholders, (ii) any action asserting a claim of breach of a fiduciary duty owed by against the Trust (or any Series thereof), or against any Trustee, officer or other employee of the Trust to Trust, whether arising under federal law, the Trust law of any state, or the Trust’s Shareholderslaw of a non-U.S. jurisdiction, (iii) any action asserting a claim arising pursuant to any provision of the Massachusetts Business Corporation Act, the statutory or common law or of the Commonwealth of Massachusetts, this Declaration of Trust or the Bylaws, (iv) any action to interpret, apply, enforce or determine the validity of this Declaration of Trust or Trust, the Bylaws Bylaws, or any agreement contemplated by any provision on behalf of the Investment Company Act of 1940, this Declaration of Trust or the By-Lawsauthorized thereunder, or (v) any action asserting a claim governed by the internal affairs doctrine (each, a “Covered Action”) shall be brought in the state or federal courts located within the federal or state courts in the Commonwealth of Massachusetts. Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Section 7Section, and (ii) deemed to have waived any argument relating to the inconvenience of the forum forums referenced above in connection with any action or proceeding described in this Section 7Section. If any Covered Action is filed in a court other than in a the state or federal or state court sitting within courts of the Commonwealth of Massachusetts (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the Commonwealth of Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Section 7 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Section 7. If any provision or provisions of this Section 7 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 7 (including, without limitation, each portion of any sentence of this Section 7 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.

Forum for Adjudication of Disputes. Unless the Trust Corporation consents in writing to the selection of an alternative forumforum (an “Alternative Forum Consent”), the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust or the ShareholdersCorporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trusteedirector, officer or other employee of the Trust Corporation to the Trust Corporation or the TrustCorporation’s Shareholdersstockholders, (iii) any action asserting a claim arising pursuant to any provision of Massachusetts law Delaware Law, the Amended and Restated Certificate of Incorporation (including any certificate of designations for any class or this Declaration series of Trust preferred stock) or the Bylawsthese bylaws, (iv) any action in each case, as amended from time to interpret, apply, enforce or determine the validity of this Declaration of Trust or the Bylaws or any agreement contemplated by any provision of the Investment Company Act of 1940, this Declaration of Trust or the By-Lawstime, or (viv) any action asserting a claim governed by the internal affairs doctrine (eachdoctrine, a “Covered Action”) shall be the Court of Chancery in the State of Delaware; provided, that, in the event that the Court of Chancery in the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the federal or state courts State of Delaware, in all cases subject to the Commonwealth of Massachusettscourt’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity owning, purchasing or otherwise acquiring or holding any interest in shares of beneficial interest capital stock of the Trust Corporation shall be (i) deemed to have notice of and consented to the provisions of this Section 7, and (ii) deemed to have waived any argument relating to the inconvenience of the forum referenced above in connection with any action or proceeding described in this Section 7. If any Covered Action action the subject matter of which is within the scope of this Section 7 of ‎Article V is filed in a court other than the Court of Chancery in a the State of Delaware (or any other state or federal or state court sitting located within the Commonwealth State of Massachusetts Delaware, as applicable) (a “Foreign Action”) by or in the name of any Shareholderstockholder, such Shareholder stockholder shall be deemed to have consented to (i) the personal jurisdiction of the Commonwealth Court of Massachusetts Chancery in the State of Delaware (or such other state or federal court located within the State of Delaware, as applicable) in connection with any action brought in any such courts court to enforce the first paragraph of this Section 7 (an “Enforcement Action”) of Article V and (ii) having service of process made upon such Shareholder stockholder in any such Enforcement Action action by service upon such Shareholderstockholder’s counsel in the Foreign Action as agent for such Shareholderstockholder. Furthermore, except to the extent prohibited by The existence of any provision prior Alternative Forum Consent shall not act as a waiver of the Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written Corporation’s ongoing consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur right as set forth above in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Section 7. If any provision or provisions of this Section 7 of ‎Article V with respect to any current or future actions or claims. 1. Name – Potlatch shall be held cause itself to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 7 (including, without limitation, each portion of any sentence of this Section 7 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances renamed “PotlatchDeltic Corporation”. Its Nasdaq ticker symbol shall not in any way be affected or impaired therebyremain “PCH”.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any action or proceeding brought on behalf of the Trust or the Shareholders, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer officer, or other employee of the Trust to the Trust or the Trust’s Shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Massachusetts law or Business Corporation Act, Chapter 182 of the Massachusetts General Laws, this Declaration of Trust or the BylawsBy-Laws, (iv) any action to interpret, apply, enforce or determine the validity of this Declaration of Trust or the Bylaws or any agreement contemplated by any provision of the Investment Company Act of 19401940 Act, this Declaration of Trust or the By-LawsBylaws, or (v) any action asserting a claim governed by the internal affairs doctrine (each, a “Covered Action”) shall be within the federal or state courts in the Commonwealth of MassachusettsMassachusetts (each, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Section 710, and (ii) deemed to have waived any argument relating to the inconvenience of the forum referenced above in connection with any action or proceeding described in this Section 710. If any Covered Action is filed in a court other than in a federal or state court sitting within the Commonwealth of Massachusetts (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Commonwealth of Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Section 7 10 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Section 7. If any provision or provisions of this Section 7 10 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 7 10 (including, without limitation, each portion of any sentence of this Section 7 10 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust or the ShareholdersTrust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust or the Trust’s Shareholdersshareholders, (iii) any action asserting a claim arising pursuant to any provision the laws of the Commonwealth of Massachusetts law or this the Declaration of Trust or the Bylawsthese By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of this the Declaration of Trust or the Bylaws or any agreement contemplated by any provision of the Investment Company Act of 1940, this Declaration of Trust or the these By-Laws, Laws or (v) any action asserting a claim governed by the internal affairs doctrine shall be the U.S. District Court for the District of Massachusetts or the Superior Court of the Commonwealth of Massachusetts (each, a “Covered Action”) shall be within the federal or state courts in the Commonwealth of Massachusetts). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (ia) deemed to have notice of and consented to the provisions of this Section 713.2, and (iib) deemed to have waived any argument relating to the inconvenience of the forum forums referenced above in connection with any action or proceeding described in this Section 713.2. If any Covered Action is filed in a court other than in a federal the U.S. District Court for the District of Massachusetts or state court sitting within the Superior Court of the Commonwealth of Massachusetts (a “Foreign Action”) in the name of any Shareholdershareholder, such Shareholder shareholder shall be deemed to have consented to (i) the personal jurisdiction of the U.S. District Court for the District of Massachusetts or the Superior Court of the Commonwealth of Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Section 7 13.2 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder shareholder in any such Enforcement Action by service upon such Shareholdershareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Section 7shareholder. If any provision or provisions of this Section 7 13.2 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 7 13.2 (including, without limitation, each portion of any sentence of this Section 7 13.2 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.. ARTICLE 14 CHICAGO/#2787556.2

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any action or proceeding brought on behalf of the Trust or the Shareholders, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer officer, or other employee of the Trust to the Trust or the Trust’s 's Shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Massachusetts law Business Corporation Act, Chapter 182 of the Massachusetts General Laws or this Declaration of Trust or the Bylaws, (iv) any action to interpret, apply, enforce or determine the validity of this Declaration of Trust or the Bylaws or any agreement contemplated by any provision of the Investment Company Act of 19401940 Act, this Declaration of Trust or the By-LawsBylaws, or (v) any action asserting a claim governed by the internal affairs doctrine (each, a “Covered Action”) shall be within the federal or state courts in the The Commonwealth of MassachusettsMassachusetts (each, a "Covered Action"). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Article III, Section 78, and (ii) deemed to have waived any argument relating to the inconvenience of the forum referenced above in connection with any action or proceeding described in this Article III, Section 78. If any Covered Action is filed in a court other than in a federal or state court sitting within the The Commonwealth of Massachusetts (a “"Foreign Action”") in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the The Commonwealth of Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Article III, Section 7 8 (an “"Enforcement Action”") and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Section 7. If any provision or provisions of this Section 7 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 7 (including, without limitation, each portion of any sentence of this Section 7 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.and

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust or the ShareholdersTrust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer officer, or other employee of the Trust to the Trust or the Trust’s Shareholdersshareholders, (iii) any action asserting a claim arising pursuant to any provision the laws of Massachusetts law the State of Ohio or this under the Declaration of Trust or the BylawsTrust’s By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of this any provision of the Declaration of Trust or the Bylaws or any agreement contemplated by any provision of the Investment Company Act of 1940, this Declaration of Trust or the Trust’s By-Laws, or (v) any action asserting a claim governed by the internal affairs doctrine (each, a “Covered Action”) shall be within the federal or state courts Court of Common Pleas Commercial Docket sitting in the Commonwealth of MassachusettsHxxxxxxx County, Ohio. Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Section 715.2, and (ii) deemed to have waived any argument relating to the inconvenience of the judicial forum referenced above in connection with any action or proceeding described in this Section 715.2. If any Covered Action is filed in a court other than the Court of Common Pleas Commercial Docket sitting in a federal or state court sitting within the Commonwealth of Massachusetts Hxxxxxxx County, Ohio (a “Foreign Action”) in the name of any Shareholdershareholder, such Shareholder shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Commonwealth such Court of Massachusetts Common Pleas in connection with any action brought in any such courts to enforce the first paragraph of this Section 7 15.2 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder shareholder in any such Enforcement Action by service upon such Shareholdershareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Section 7. If any provision or provisions of this Section 7 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 7 (including, without limitation, each portion of any sentence of this Section 7 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired therebyshareholder.

Forum for Adjudication of Disputes. Unless the Trust Fund consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any action or proceeding brought on behalf of the Trust Fund or the ShareholdersMembers, (ii) any action asserting a claim of breach of a fiduciary duty owed by any TrusteeDirector, officer or employee other agent of the Trust Fund to the Trust Fund or the TrustFund’s ShareholdersMembers, (iii) any action asserting a claim arising pursuant to any provision of Massachusetts law or this Declaration of Trust the Delaware Limited Liability Company Act or the BylawsAgreement or these By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of this Declaration of Trust the Agreement or the Bylaws these By-Laws or any agreement contemplated by any provision of the Investment Company Act of 1940, this Declaration of Trust the Agreement or the these By-Laws, or (v) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware (each, each a “Covered Action”) shall be within the federal or state courts in the Commonwealth of Massachusetts). Any person purchasing or otherwise acquiring or holding any interest in shares Units of beneficial interest of the Trust Fund shall be (i) deemed to have notice of and consented to the provisions of this Section 76.1, and (ii) deemed to have waived any argument relating to the inconvenience of the forum forums referenced above in connection with any action or proceeding described in this Section 76.1. If any Covered Action is filed in a court other than in a federal the Court of Chancery of the State of Delaware or state court sitting within the Commonwealth Superior Court of Massachusetts the State of Delaware (a “Foreign Action”) in the name of any ShareholderMember, such Shareholder Member shall be deemed to have consented to (i) the personal jurisdiction of the Commonwealth Court of Massachusetts Chancery of the State of Delaware and the Superior Court of the State of Delaware in connection with any action brought in any such courts to enforce the first paragraph of this Section 7 6.1 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder Member in any such Enforcement Action by service upon such ShareholderMember’s counsel in the Foreign Action as agent for such ShareholderMember. Furthermore, except to the extent prohibited by any provision of the Massachusetts Business Corporation Law Delaware Limited Liability Company Act or the Declaration of TrustAgreement, if any Shareholder Member shall initiate or assert a Foreign Action without the written consent of the TrustFund, then each such Shareholder Member shall be obligated jointly and severally to reimburse the Trust Fund and any officer or Trustee Director of the Trust Fund made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Section 7. If any provision or provisions of this Section 7 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 7 (including, without limitation, each portion of any sentence of this Section 7 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby6.1.

Forum for Adjudication of Disputes. (a) Unless the Trust Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for for: (i) any derivative action or proceeding brought on behalf of the Trust or the Shareholders, Corporation; (ii) any action asserting a claim of for breach of a fiduciary duty owed by any Trusteedirector, officer officer, employee, or employee agent of the Trust Corporation to the Trust Corporation or the TrustCorporation’s Shareholders, stockholders; (iii) any action asserting a claim arising pursuant to any provision of Massachusetts law the Delaware General Corporation Law, the Certificate of Incorporation, or this Declaration of Trust or the Bylaws, these by-laws; or (iv) any action to interpret, apply, enforce or determine the validity of this Declaration of Trust or the Bylaws or any agreement contemplated by any provision of the Investment Company Act of 1940, this Declaration of Trust or the By-Laws, or (v) any action asserting a claim governed by the internal affairs doctrine doctrine; in each case, subject to said court having personal jurisdiction over the indispensable parties named as defendants therein. If any action the subject matter of which is within the scope of this Section 7.06 is filed in a court other than a court located within the State of Delaware (each, a “Covered Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to: (i) the personal jurisdiction of the state and federal courts located within the federal or state courts State of Delaware in connection with any action brought in any such court to enforce this Section 7.06 (an “Enforcement Action”); and (ii) having service of process made upon such stockholder in any such Enforcement Action by service upon such stockholder’s counsel in the Commonwealth of MassachusettsForeign Action as agent for such stockholder. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of beneficial interest capital stock of the Trust Corporation shall be (i) deemed to have notice of and consented to the provisions of this Section 7, and 7.06(a). (iib) deemed to have waived any argument relating Unless the Corporation consents in writing to the inconvenience selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum referenced above in connection with any action or proceeding described in this Section 7. If any Covered Action is filed in a court other than in a federal or state court sitting within for the Commonwealth of Massachusetts (a “Foreign Action”) in the name resolution of any Shareholder, such Shareholder complaint asserting a cause of action arising under the Securities Act of 1933. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to (i) the personal jurisdiction of the Commonwealth of Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Section 7 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Section 7. If any provision or provisions of this Section 7 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 7 (including, without limitation, each portion of any sentence of this Section 7 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby7.06(b).

Forum for Adjudication of Disputes. Unless the Trust Corporation consents in writing to the selection of an alternative forumforum (an “Alternative Forum Consent”), the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust or the ShareholdersCorporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trusteedirector, officer or other employee of the Trust Corporation to the Trust Corporation or the TrustCorporation’s Shareholdersstockholders, (iii) any action asserting a claim arising pursuant to any provision of Massachusetts law Delaware Law, the Amended and Restated Certificate of Incorporation (including any certificate of designations for any class or this Declaration series of Trust preferred stock) or the Bylawsthese bylaws, (iv) any action in each case, as amended from time to interpret, apply, enforce or determine the validity of this Declaration of Trust or the Bylaws or any agreement contemplated by any provision of the Investment Company Act of 1940, this Declaration of Trust or the By-Lawstime, or (viv) any action asserting a claim governed by the internal affairs doctrine (eachdoctrine, a “Covered Action”) shall be the Court of Chancery in the State of Delaware; provided, that, in the event that the Court of Chancery in the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the federal or state courts State of Delaware, in all cases subject to the Commonwealth of Massachusettscourt’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity owning, purchasing or otherwise acquiring or holding any interest in shares of beneficial interest capital stock of the Trust Corporation shall be (i) deemed to have notice of and consented to the provisions of this Section 7, and (ii) deemed to have waived any argument relating to the inconvenience of the forum referenced above in connection with any action or proceeding described in this Section 7. If any Covered Action action the subject matter of which is within the scope of this Section 7 of Article V is filed in a court other than the Court of Chancery in a the State of Delaware (or any other state or federal or state court sitting located within the Commonwealth State of Massachusetts Delaware, as applicable) (a “Foreign Action”) by or in the name of any Shareholderstockholder, such Shareholder stockholder shall be deemed to have consented to (i) the personal jurisdiction of the Commonwealth Court of Massachusetts Chancery in the State of Delaware (or such other state or federal court located within the State of Delaware, as applicable) in connection with any action brought in any such courts court to enforce the first paragraph of this Section 7 (an “Enforcement Action”) of Article V and (ii) having service of process made upon such Shareholder stockholder in any such Enforcement Action action by service upon such Shareholderstockholder’s counsel in the Foreign Action as agent for such Shareholderstockholder. Furthermore, except to the extent prohibited by The existence of any provision prior Alternative Forum Consent shall not act as a waiver of the Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written Corporation’s ongoing consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur right as set forth above in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Section 7. If any provision or provisions of this Section 7 shall be held to be invalid, illegal or unenforceable as applied of Article V with respect to any person current or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 7 (including, without limitation, each portion of any sentence of this Section 7 containing any such provision held to be invalid, illegal future actions or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired therebyclaims.

Forum for Adjudication of Disputes. Unless the Trust Fund consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any action or proceeding brought on behalf of the Trust Fund or the ShareholdersMembers, (ii) any action asserting a claim of breach of a fiduciary duty owed by any TrusteeDirector, officer or employee other agent of the Trust Fund to the Trust Fund or the TrustFund’s ShareholdersMembers, (iii) any action asserting a claim arising pursuant to any provision of Massachusetts law or this Declaration of Trust the Delaware Limited Liability Company Act or the BylawsAgreement or these By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of this Declaration of Trust the Agreement or the Bylaws these By-Laws or any agreement contemplated by any provision of the Investment Company Act of 1940, this Declaration of Trust the Agreement or the these By-Laws, or (v) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware (each, each a “Covered Action”) shall be within the federal or state courts in the Commonwealth of Massachusetts). Any person purchasing or otherwise acquiring or holding any interest in shares Units of beneficial interest of the Trust Fund shall be (i) deemed to have notice of and consented to the provisions of this Section 76.2, and (ii) deemed to have waived any argument relating to the inconvenience of the forum forums referenced above in connection with any action or proceeding described in this Section 76.2. If any Covered Action is filed in a court other than in a federal the Court of Chancery of the State of Delaware or state court sitting within the Commonwealth Superior Court of Massachusetts the State of Delaware (a “Foreign Action”) in the name of any ShareholderMember, such Shareholder Member shall be deemed to have consented to (i) the personal jurisdiction of the Commonwealth Court of Massachusetts Chancery of the State of Delaware and the Superior Court of the State of Delaware in connection with any action brought in any such courts to enforce the first paragraph of this Section 7 6.2 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder Member in any such Enforcement Action by service upon such ShareholderMember’s counsel in the Foreign Action as agent for such ShareholderMember. Furthermore, except to the extent prohibited by any provision of the Massachusetts Business Corporation Law Delaware Limited Liability Company Act or the Declaration of TrustAgreement, if any Shareholder Member shall initiate or assert a Foreign Action without the written consent of the TrustFund, then each such Shareholder Member shall be obligated jointly and severally to reimburse the Trust Fund and any officer or Trustee Director of the Trust Fund made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Section 7. If any provision or provisions of this Section 7 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 7 (including, without limitation, each portion of any sentence of this Section 7 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby6.2.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any action or proceeding brought on behalf of the Trust or the Shareholders, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer officer, or other employee of the Trust to the Trust or the Trust’s 's Shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Massachusetts law Business Corporation Act, Chapter 182 of the Massachusetts General Laws or this the Declaration of Trust or the these Bylaws, (iv) any action to interpret, apply, enforce or determine the validity of this the Declaration of Trust or the these Bylaws or any agreement contemplated by any provision of the Investment Company Act of 19401940 Act, this the Declaration of Trust or the By-Lawsthese Bylaws, or (v) any action asserting a claim governed by the internal affairs doctrine (each, a “Covered Action”) shall be within the federal or state courts in the The Commonwealth of MassachusettsMassachusetts (each, a "Covered Action"). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Section 711.1, and (ii) deemed to have waived any argument relating to the inconvenience of the forum referenced above in connection with any action or proceeding described in this Section 711.1. If any Covered Action is filed in a court other than in a federal or state court sitting within the The Commonwealth of Massachusetts (a “"Foreign Action”") in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the The Commonwealth of Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Section 7 11.1 (an “"Enforcement Action”") and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s 's counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Section 7. If any provision or provisions of this Section 7 11.1 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 7 11.1 (including, without limitation, each portion of any sentence of this Section 7 11.1 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any action or proceeding brought on behalf of the Trust or the Shareholders, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust or the Trust’s Shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Massachusetts law Business Corporation Act, Chapter 182 of the Massachusetts General Laws or this the Declaration of Trust or the these Bylaws, (iv) any action to interpret, apply, enforce or determine the validity of this the Declaration of Trust or the these Bylaws or any agreement contemplated by any provision of the Investment Company Act of 19401940 Act, this the Declaration of Trust or the By-Laws, these Bylaws or (v) any action asserting a claim governed by the internal affairs doctrine (each, a “Covered Action”) shall be within the federal or state courts in the Commonwealth of MassachusettsMassachusetts (each, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Section 711.1, and (ii) deemed to have waived any argument relating to the inconvenience of the forum referenced above in connection with any action or proceeding described in this Section 711.1. If any Covered Action is filed in a court other than in a federal or state court sitting within the Commonwealth of Massachusetts (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Commonwealth of Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Section 7 11.1 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Section 7. If any provision or provisions of this Section 7 11.1 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 7 11.1 (including, without limitation, each portion of any sentence of this Section 7 11.1 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.

Forum for Adjudication of Disputes. 9.1 Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust or the ShareholdersTrust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or other employee of the Trust to the Trust or the Trust’s Shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Massachusetts law Business Corporation Act or this the Declaration of Trust or the Bylawsthese By-Laws, (iv) any action to interpret, apply, enforce or determine the validity of this the Declaration of Trust or the Bylaws or any agreement contemplated by any provision of the Investment Company Act of 1940, this Declaration of Trust or the these By-Laws, Laws or (v) any action asserting a claim governed by the internal affairs doctrine shall be the courts of the Commonwealth of Massachusetts (each, a “Covered Action”) shall be within the federal or state courts in the Commonwealth of Massachusetts). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Section 7Article 9, and (ii) deemed to have waived any argument relating to the inconvenience of the forum forums referenced above in connection with any action or proceeding described in this Section 7Article 9. If any Covered Action is filed in a court other than in a federal or state court sitting within the courts of the Commonwealth of Massachusetts (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Commonwealth Suffolk Superior Court of Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Section 7 Article 9 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Section 7Article 9. If any provision or provisions of this Section 7 Article 9 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 7 Article 9 (including, without limitation, each portion of any sentence of this Section 7 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.this

Forum for Adjudication of Disputes. Unless the Trust Corporation consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware (the “Court of Chancery”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Trust or the ShareholdersCorporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trusteedirector, officer or other employee of the Trust Corporation to the Trust Corporation or the TrustCorporation’s Shareholdersstockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of Massachusetts law or this Declaration these Bylaws, the Certificate of Trust Incorporation or the BylawsGeneral Corporation Law of the State of Delaware, (iv) any action asserting a claim against the Corporation or its directors, officers or employees governed by the internal affairs doctrine, or (v) any action to interpret, apply, enforce or determine the validity of this Declaration of Trust these Bylaws or the Bylaws or any agreement contemplated by any provision Certificate of the Investment Company Act Incorporation, except for, as to each of 1940, this Declaration of Trust or the By-Laws, or clauses (i) through (v) above, any action asserting a claim governed by (a) as to which the internal affairs doctrine (each, a “Covered Action”) shall be within Court of Chancery determines that there is an indispensable party not subject to the federal or state courts in the Commonwealth of Massachusetts. Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest jurisdiction of the Trust shall be Court of Chancery (i) deemed and the indispensable party does not consent to have notice of and consented to the provisions of this Section 7, and (ii) deemed to have waived any argument relating to the inconvenience of the forum referenced above in connection with any action or proceeding described in this Section 7. If any Covered Action is filed in a court other than in a federal or state court sitting within the Commonwealth of Massachusetts (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Commonwealth Court of Massachusetts in connection with any action brought in any Chancery within ten (10) days following such courts to enforce determination), or (b) for which the first paragraph Court of this Section 7 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but Chancery does not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Section 7have subject matter jurisdiction. If any provision or provisions of this Section 7 6.20 shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) provisions in any other circumstance and of the remaining provisions of this Section 7 6.20 (including, without limitation, each portion of any sentence of this Section 7 6.20 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 6.20. Failure to enforce this Section 6.20 would cause the Corporation irreparable harm and the Corporation shall be entitled to equitable relief, including injunction and specific performance, to enforce this Section 6.20.

Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any action or proceeding brought on behalf of the Trust or one or more of the Shareholders, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer or officer, other employee of the Trust Trust, or the Trust’s investment adviser to the Trust or the Trust’s Shareholders, (iii) any action asserting a breach of contract by the Trust, by any Trustee, officer or other employee of the Trust, or by the Trust’s investment adviser, (iv) any action asserting a claim arising pursuant to any provision of the Massachusetts law Business Corporation Act, Chapter 182 of the Massachusetts General Laws or this the Declaration of Trust or the these Bylaws, (ivv) any action to interpret, apply, enforce or determine the validity of this the Declaration of Trust or the these Bylaws or any agreement contemplated by any provision of the Investment Company Act of 19401940 Act, this the Declaration of Trust or the By-Lawsthese Bylaws, or (vvi) any action asserting a claim governed by the internal affairs doctrine (each, a “Covered Action”) shall be within the federal or state courts in the Commonwealth of MassachusettsMassachusetts (each, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the Trust shall be (i) deemed to have notice of and consented to the provisions of this Section 711.1, and (ii) deemed to have waived any argument relating to the inconvenience of the forum referenced above in connection with any action or proceeding described in this Section 711.1. If any Covered Action is filed in a court other than in a federal or state court sitting within the Commonwealth of Massachusetts (a “Foreign Action”) in the name of any Shareholder, such Shareholder shall be deemed to have consented to (i) the personal jurisdiction of the federal and state courts within The Commonwealth of Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Section 7 11.1 (an “Enforcement Action”) and (ii) having service of process made upon such Shareholder in any such Enforcement Action by service upon such Shareholder’s counsel in the Foreign Action as agent for such Shareholder. Furthermore, except to the extent prohibited by any provision of the Massachusetts Business Corporation Law or the Declaration of Trust, if any Shareholder shall initiate or assert a Foreign Action without the written consent of the Trust, then each such Shareholder shall be obligated jointly and severally to reimburse the Trust and any officer or Trustee of the Trust made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Section 7. If any provision or provisions of this Section 7 11.1 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 7 11.1 (including, without limitation, each portion of any sentence of this Section 7 11.1 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.