General Direct Actions. No Shareholder may maintain a General Direct Action unless holders of at least ten percent (10%) of the outstanding Shares of the respective Series or class join in the bringing of such action. In addition, a Shareholder may bring a General Direct Action only if the following conditions are met:
(i) the Shareholder or Shareholders has obtained authorization from the Trustee to bring such General Direct Action unless an effort to cause the Trustees authorize such an action is not likely to succeed; and a demand on the Trustees shall only be deemed not likely to succeed and therefore excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action, is composed of Trustees who are not “independent trustees” (as that term is defined in the Delaware Act); and
(ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time to consider such Shareholder request and to investigate the basis of such claim; and the Trustees shall be entitled to retain counsel or other advisors in considering the merits of the request.
General Direct Actions a. To the fullest extent permitted by Delaware law, the Shareholders’ right to bring a General Direct Action against the Trust, the Sponsor and/or its Trustee is eliminated, except for a General Direct Action to enforce an individual Shareholder right to vote or a General Direct Action to enforce an individual Shareholder’s rights under Sections 3805(e) or 3819 of the Delaware Statutory Trust Act. To the extent such right cannot be eliminated to this extent as a matter of Delaware law, then subsection (b) shall apply.
b. No Shareholder may maintain a General Direct Action unless holders of at least ten percent (10%) of the outstanding Shares join in the bringing of such action. In addition, a Shareholder may bring a General Direct Action only if the following conditions are met:
i. the Shareholder or Shareholders has obtained authorization from the Sponsor to bring such General Direct Action unless an effort to cause the Sponsor to authorize such an action is not likely to succeed; and a demand on the Sponsor shall only be deemed not likely to succeed and therefore excused if the Sponsor has a personal financial interest in the transaction at issue, and the Sponsor shall not be deemed interested in a transaction or otherwise disqualified from ruling on the merits of a Shareholder demand by virtue of the fact that the Sponsor receives remuneration for his service as the Sponsor; and
ii. unless a demand is not required under clause (i) of this paragraph, the Sponsor must be afforded a reasonable amount of time to consider such Shareholder request and to investigate the basis of such claim; and the Sponsor shall be entitled to retain counsel or other advisors in considering the merits of the request.
General Direct Actions
