Common use of Reorganization Clause in Contracts

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 may effect any amendment to the Declaration or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section Sections 4 or 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be and approved by the affirmative a vote of a majority of the Outstanding Shares outstanding and entitled to vote and any such merger, consolidation, sale, lease or exchange shall be determined for all purposes to have been accomplished under and pursuant to the statutes of the Trust or the affected SeriesState of Delaware. (b) Notwithstanding anything else herein, to change the Trust’s 's form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 may effect any amendment to the Declaration or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory business trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares and entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 may effect any amendment to the Declaration or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares and not less than three-quarters of the outstanding Preferred Securities, in each case entitled to vote of the Trust or any affected Series, voting as separate classes and voting together as a single class, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares and a majority of the outstanding Preferred Securities, in each case entitled to vote of the Trust or the affected Series, voting as separate classes and voting together as a single class. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 may effect any amendment to the Declaration or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares and entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s 's form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 may effect any amendment to the Declaration or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing The Trustees may, without Shareholder approval approval, unless such approval is required by applicable law, law or by the terms of Article V of this Declaration: (i) cause the Trust to merge or consolidate with or into one or more entitiestrusts (or Series thereof to the extent permitted by law), if partnerships, associations, corporations or other business entities (including trusts, partnerships, associations, corporations or other business entities created by the surviving Trustees to accomplish such merger or resulting entity is consolidation); (ii) cause any one or more Series (or Classes) of the Trust to merge or consolidate with or into any one or more other corporationSeries (or Classes) of the Trust, associationone or more trusts (or Series or Classes thereof to the extent permitted by law), trust or other organizationpartnerships, or a series thereofassociations, corporations; (iiiii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or ; or (iiiiv) cause the Trust to incorporate reorganize as a corporation, limited liability company or limited liability partnership under the laws of Delaware or any other U.S. state or jurisdiction. . (b) Any agreement of merger or consolidation or exchange or certificate of merger may be signed by a majority of Continuing the Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration or the Bylaws, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders Trustees in accordance with this Section 6 3 may effect any amendment to the Declaration governing instrument of the Trust (including the Bylaws) or effect the adoption of a new trust governing instrument of the Trust if it is the surviving or resulting trust in the merger or consolidationTrust. (d) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits profits, or losses of the Trust or any Series or Class thereof may be transferred and and, consistent with the requirements of Article V of this Declaration, may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes Series of Classes thereof. (e) The approval of the Trustees shall be sufficient, to the extent consistent with Article V of this Declaration, to cause the Trust, or any Series thereof, to sell and convey all or substantially all of the assets of the Trust or any affected Series to another Series of the Trust or to another entity to the extent permitted under the 1940 Act, for adequate consideration, which may include the assumption of all outstanding obligations, taxes, and other liabilities, accrued or contingent, of the Trust or any affected Series, and which may include Shares or interest in such Series of the Trust, entity, or Series. Without limiting the generality of the foregoing, this provision may be utilized to permit the Trust or any Series to pursue its investment program through one or more subsidiary vehicles or to operate in a master-feeder structure.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate incorporate, organize or form under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 may effect any amendment to the Declaration or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, the Trustees, in order to change the Trust’s form or place of organization a majority of the Continuing Trustees Trust or for any other reason, may, without prior Shareholder approval unless such approval is required by applicable lawapproval, (i) cause the Trust to merge or consolidate with or into one (1) or more entitiestrusts, if partnerships, associations, or corporations so long as the surviving or resulting entity is an open-end management investment company under the Trust or any other corporation, association, trust or other organization1940 Act, or is a series thereof, that will succeed to or assume the Trust’s registration under that Act and which is formed, organized, or existing under the laws of a state, commonwealth, territory, possession, or colony of the United States or (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdictionState of Delaware. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures signature conveyed by electronic or telecommunication means shall be valid. (cb) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Trust Instrument, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders Trustees in accordance with this Section 6 11.5(a) may effect any amendment to the Declaration Trust Instrument or effect the adoption of a new trust instrument of the Trust if it the Trust is the surviving or resulting trust in the merger or consolidation. (dc) The Continuing Trustees may may, by vote of a majority of the Trustees, cause any Series (the “Applicable Fund”) to (i) if permitted by the Delaware Act, merge or consolidate in accordance with the provisions thereof with or into, (ii) sell, convey and transfer all or substantially all of its assets to, or (iii) exchange its Shares for Shares of, one or more other Series, whether then existing or to be established in connection with such merger, consolidation, asset sale or Share exchange as provided in (i)-(iii) above. Any such merger, consolidation, asset sale or Share exchange shall not require the vote of the Shareholders unless such vote is required by the 1940 Act. Unless the 1940 Act or other applicable law or regulation provides otherwise, the Trustees shall have the power to prescribe additional procedures or terms necessary or appropriate to accomplish any such merger, consolidation, asset sale or Share exchange, including the power (x) to create one or more Series or separate statutory trusts (or series thereof) or other business entities to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof Applicable Fund may be transferred and may transferred, (y) to provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created Series or separate statutory trust or trusts (or series thereof) or other business entities and (z) to condition or not to condition any series asset sale upon the assumption by the transferee of the liabilities associated with the Applicable Fund the assets of which are so transferred. To the extent of any conflicting or classes thereofinconsistent provision(s) in Sections 11.5(a) or (b) of this Trust Instrument, the provisions of this Section 11.5(c) shall control.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section Sections 4 or 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be and approved by the affirmative a vote of a majority of the Outstanding Shares outstanding and entitled to vote and any such merger, consolidation, sale, lease or exchange shall be determined for all purposes to have been accomplished under and pursuant to the statutes of the Trust or the affected SeriesState of Delaware. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 may effect any amendment to the Declaration or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory business trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing The Trustees may, without Shareholder approval approval, unless such approval is required by applicable law, law or by the terms of Article V of this Declaration: (i) cause the Trust to merge or consolidate with or into one or more entitiestrusts (or Series thereof to the extent permitted by law), if partnerships, associations, corporations, or other business entities (including trusts, partnerships, associations, corporations, or other business entities created by the surviving Trustees to accomplish such merger or resulting entity is consolidation); (ii) cause any one or more Series (or Classes) of the Trust to merge or consolidate with or into any one or more other corporationSeries (or Classes) of the Trust, associationone or more trusts (or Series or Classes thereof to the extent permitted by law), trust or other organizationpartnerships, or a series thereofassociations, corporations; (iiiii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or ; or (iiiiv) cause the Trust to incorporate reorganize as a corporation, limited liability company, or limited liability partnership under the laws of Delaware or any other U.S. state or jurisdiction. . (b) Any agreement of merger or consolidation or exchange or certificate of merger may be signed by a majority of Continuing the Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration or the Bylaws, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders Trustees in accordance with this Article VII, Section 6 3 may effect any amendment to the Declaration governing instrument of the Trust (including the Bylaws) or effect the adoption of a new trust governing instrument of the Trust if it is the surviving or resulting trust in the merger or consolidationTrust. (d) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits profits, or losses of the Trust or any Series or Class thereof may be transferred and and, consistent with the requirements of Article V of this Declaration, may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes Series of Classes thereof. (e) The approval of the Trustees shall be sufficient, to the extent consistent with Article V of this Declaration, to cause the Trust, or any Series thereof, to sell and convey all or substantially all of the assets of the Trust or any affected Series to another Series of the Trust or to another entity to the extent permitted under the 1940 Act, for adequate consideration, which may include the assumption of all outstanding obligations, taxes, and other liabilities, accrued or contingent, of the Trust or any affected Series, and which may include Shares or interest in such Series of the Trust, entity, or Series. Without limiting the generality of the foregoing, this provision may be utilized to permit the Trust or any Series to pursue its investment program through one or more subsidiary vehicles or to operate in a master-feeder structure.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entitiestrusts (or series thereof to the extent permitted by law), if partnerships, associations, corporations or other business entities (including trusts, partnerships, associations, corporations or other business entities created by the Trustees to accomplish such merger or consolidation) so long as the surviving or resulting entity is an investment company as defined in the Trust or any other corporation, association, trust or other organization1940 Act, or is a series thereof, that will succeed to or assume the Trust's registration under the 1940 Act and that is formed, organized, or existing under the laws of the United States or of a state, commonwealth, possession or colony of the United States, unless otherwise permitted under the 1940 Act, (ii) cause any one or more Series (or Classes) of the Trust to merge or consolidate with or into any one or more other Series (or Classes) of the Trust, one or more trusts (or series or classes thereof to the extent permitted by law), partnerships, associations, corporations, (iii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, law or (iiiiv) cause the Trust to incorporate reorganize as a corporation, limited liability company or limited liability partnership under the laws of Delaware or any other U.S. state or jurisdiction. Any agreement of merger or consolidation or exchange or certificate of or merger may be signed by a majority of Continuing the Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (cb) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders Trustees in accordance with this Section 6 4 may (i) effect any amendment to the Declaration governing instrument of the Trust or (ii) effect the adoption of a new trust governing instrument of the Trust if it the Trust is the surviving or resulting trust in the merger or consolidation. (dc) The Continuing Trustees may create one or more statutory business trusts to which all or any part of the assets, liabilities, profits profits, or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or of classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without any Shareholder approval or vote unless such approval or vote is required by applicable law, in order to change the form or jurisdiction of organization of the Trust or for any other purpose (i) cause the Trust to merge or consolidate with or into one or more entitiestrusts (or series thereof to the extent permitted by law), if the surviving or resulting entity is the Trust or any other corporationpartnerships, associationassociations, trust corporations or other organizationbusiness entities (including trusts, partnerships, associations, corporations or a series thereofother business entities created by the Trustees to accomplish such merger or consolidation), (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, law or (iii) cause the Trust to incorporate reorganize under the laws of Delaware any state or any other U.S. jurisdictionpolitical subdivision of the United States, if such action is determined by the Trustees to be in the best interests of the Trust. Any agreement of merger or consolidation or exchange or certificate of merger may be signed by a majority of Continuing the Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (cb) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders Trustees in accordance with this Section 6 3 of Article VIII may effect any amendment to the Declaration governing instrument of the Trust or effect the adoption of a new trust instrument of the Trust if it the Trust is the surviving or resulting trust in the merger or consolidation. (dc) The Continuing Trustees may may, without any Shareholder approval or vote unless such approval or vote is required by applicable law, create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof. (d) Notwithstanding anything else herein, the Trustees may, without Shareholder approval (unless required by the 1940 Act), invest all or a portion of the Trust Property of any Series, or dispose of all or a portion of the Trust Property of any Series, and invest the proceeds of such disposition in interests issued by one or more other investment companies registered under the 1940 Act. Any such other investment company may (but not need) be a trust (formed under the laws of the State of Delaware or any other state or jurisdiction) (or series thereof) which is classified as a partnership for federal income tax purposes. Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, cause a Series that is organized in the master/feeder fund structure to withdraw or redeem its Trust Property from the master fund and cause such Series to invest its Trust Property directly in securities and other financial instruments or in another master fund.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entitiestrusts (or series thereof to the extent permitted by law), if partnerships, associations, corporations or other business entities (including trusts, partnerships, associations, corporations or other business entities created by the Trustees to accomplish such merger or consolidation) so long as the surviving or resulting entity is an investment company as defined in the Trust or any other corporation, association, trust or other organization1940 Act, or is a series thereof, that will succeed to or assume the Trust's registration under the 1940 Act and that is formed, organized, or existing under the laws of the United States or of a state, commonwealth, possession or colony of the United States, unless otherwise permitted under the 1940 Act, (ii) cause any one or more Series (or Classes) of the Trust to merge or consolidate with or into any one or more other Series (or Classes) of the Trust, one or more trusts (or series or classes thereof to the extent permitted by law), partnerships, associations, corporations, (iii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, law or (iiiiv) cause the Trust to incorporate reorganize as a corporation, limited liability company or limited liability partnership under the laws of Delaware or any other U.S. state or jurisdiction. Any agreement of merger or consolidation or exchange or certificate of or merger may be signed by a majority of Continuing the Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (cb) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders Trustees in accordance with this Section 6 3 may (i) effect any amendment to the Declaration governing instrument of the Trust or (ii) effect the adoption of a new trust governing instrument of the Trust if it the Trust is the surviving or resulting trust in the merger or consolidation. (dc) The Continuing Trustees may create one or more statutory business trusts to which all or any part of the assets, liabilities, profits profits, or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or of classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares and not less than three-quarters of the outstanding Preferred Securities, in each case entitled to vote of the Trust or any affected Series, voting as separate classes and voting together as a single class, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares and a majority of the outstanding Preferred Securities, in each case entitled to vote of the Trust or the affected Series. (b) , voting as separate classes and voting together as a single class. Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) . 12966669/2 Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 may effect any amendment to the Declaration or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) . The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder the approval of Shareholders unless such approval is required by applicable law, in order to change the form or jurisdiction of organization of the Trust or for any other purpose (i) cause the Trust or any Series to merge or consolidate with or into into, or sell substantially all of its assets to, one or more entitiestrusts (or series thereof to the extent permitted by law), if the surviving or resulting entity is the Trust or any other corporationpartnerships, associationassociations, trust corporations or other organizationbusiness entities (including trusts, partnerships, associations, corporations or a series thereofother business entities created by the Trustees to accomplish such merger or consolidation), (ii) cause the Shares (or any portion thereof) to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, law or (iii) cause the Trust to incorporate reorganize under the laws of Delaware any state or any other U.S. jurisdictionpolitical subdivision of the United States, if such action is determined by the Trustees to be in the best interests of the Trust. Any agreement of merger or consolidation or exchange or certificate of merger may be signed by a majority of Continuing the Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (cb) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders Trustees in accordance with this Section 6 3 may effect any amendment to the Declaration governing instrument of the Trust or effect the adoption of a new trust instrument of the Trust if it the Trust is the surviving or resulting trust in the merger or consolidation. (dc) The Continuing Trustees may may, without the approval of Shareholders unless such approval or vote is required by applicable law, create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 may effect any amendment to the Declaration or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares and entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 may effect any amendment to the Declaration or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory business trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 7 or in Section 7 8 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 7 may effect any amendment to the Declaration or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, the Trustees, in order to change the Trust’s form or place of organization a majority of the Continuing Trustees Trust, may, without prior Shareholder approval unless such approval is required by applicable lawapproval, (i) cause the Trust to merge or consolidate with or into one (1) or more entitiestrusts, if partnerships, associations, or corporations so long as the surviving or resulting entity is an open-end management investment company under the Trust or any other corporation, association, trust or other organization1940 Act, or is a series thereof, that will succeed to or assume the Trust's registration under that Act and which is formed, organized, or existing under the laws of a state, commonwealth, territory, possession, or colony of the United States or (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdictionState of Delaware. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures signature conveyed by electronic or telecommunication means shall be valid. (cb) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Trust Instrument, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders Trustees in accordance with this Section 6 11.05(a) may effect any amendment to the Declaration Trust Instrument or effect the adoption of a new trust instrument of the Trust if it the Trust is the surviving or resulting trust in the merger or consolidation. (dc) The Continuing Trustees may may, by vote of a majority of the Trustees, cause any Applicable Fund (as defined in Section 11.05(d) of this Trust Instrument) to (i) if permitted by the Delaware Act, merge or consolidate in accordance with the provisions thereof with or into, (ii) sell, convey and transfer all or substantially all of its assets to, or (iii) exchange its Shares for Shares of, one or more Applicable Funds, whether then existing or to be established in connection with such merger, consolidation, asset sale or Share exchange as provided in (i)-(iii) above. Any such merger, consolidation, asset sale or Share exchange shall not require the vote of the Shareholders unless such vote is required by the 1940 Act; provided, however, that the Trust shall provide at least 30 days' prior written notice to the Shareholders of the Applicable Fund of such merger, consolidation, asset sale or Share exchange. Unless the 1940 Act or other applicable law or regulation provides otherwise, the Trustees shall have the power to prescribe additional procedures or terms necessary or appropriate to accomplish any such merger, consolidation, asset sale or Share exchange, including the power (x) to create one or more Series or separate statutory trusts (or series thereof) or other business entities to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof Applicable Fund may be transferred and may transferred, (y) to provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created Series or separate statutory trust or trusts (or series thereof) or other business entities and (z) to condition or not to condition any series asset sale upon the assumption by the transferee of the liabilities associated with the Applicable Fund the assets of which are so transferred. (d) The provisions of Section 11.05 (c) of this Trust Instrument are applicable to any Series commencing operations on or classes thereofafter September 24, 2008 (each, an "Applicable Fund" and collectively, the "Applicable Funds") and supersedes any conflicting or inconsistent provision(s) contained in Sections 11.05(a) and (b) of this Trust Instrument solely with respect to the Applicable Funds. Sections 11.05(a) and 11.05(b) of this Trust Instrument shall continue to apply in their entirety.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, the Trustees, in order to change the Trust’s form or place of organization a majority of the Continuing Trustees Trust, may, without prior Shareholder approval unless such approval is required by applicable lawapproval, (i) cause the Trust to merge or consolidate with or into one (1) or more entitiestrusts, if partnerships, associations, or corporations so long as the surviving or resulting entity is an open-end management investment company under the Trust or any other corporation, association, trust or other organization1940 Act, or is a series thereof, that will succeed to or assume the Trust’s registration under that Act and which is formed, organized, or existing under the laws of a state, commonwealth, territory, possession, or colony of the United States or (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdictionState of Delaware. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures signature conveyed by electronic or telecommunication means shall be valid. (cb) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Trust Instrument, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders Trustees in accordance with this Section 6 11.5(a) may effect any amendment to the Declaration Trust Instrument or effect the adoption of a new trust instrument of the Trust if it the Trust is the surviving or resulting trust in the merger or consolidation. (dc) The Continuing Trustees may may, by vote of a majority of the Trustees, cause any Series (the “Applicable Fund”) to (i) if permitted by the Delaware Act, merge or consolidate in accordance with the provisions thereof with or into, (ii) sell, convey and transfer all or substantially all of its assets to, or (iii) exchange its Shares for Shares of, one or more other Series, whether then existing or to be established in connection with such merger, consolidation, asset sale or Share exchange as provided in (i)-(iii) above. Any such merger, consolidation, asset sale or Share exchange shall not require the vote of the Shareholders unless such vote is required by the 1940 Act; provided, however, that the Trust shall provide at least 30 days’ prior written notice to the Shareholders of the Applicable Fund of such merger, consolidation, asset sale or Share exchange. Unless the 1940 Act or other applicable law or regulation provides otherwise, the Trustees shall have the power to prescribe additional procedures or terms necessary or appropriate to accomplish any such merger, consolidation, asset sale or Share exchange, including the power (x) to create one or more Series or separate statutory trusts (or series thereof) or other business entities to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof Applicable Fund may be transferred and may transferred, (y) to provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created Series or separate statutory trust or trusts (or series thereof) or other business entities and (z) to condition or not to condition any series asset sale upon the assumption by the transferee of the liabilities associated with the Applicable Fund the assets of which are so transferred. To the extent of any conflicting or classes thereofinconsistent provision(s) in Sections 11.5(a) or (b) of this Trust Instrument, the provisions of this Section 11.5(c) shall control.

Reorganization. (a) Except as provided in clause (b) of this Section 6 7 or in Section 7 8 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 7 may effect any amendment to the Declaration or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, the Trustees, in order to change the Trust’s form or place jurisdiction of organization a majority of the Continuing Trustees mayTrust, without Shareholder approval unless such approval is required by applicable law, may (i) cause the Trust to merge or consolidate with or into one or more entitiestrusts, if partnerships (general or limited), associations or corporations so long as the surviving or resulting entity is an open-end management investment company under the Trust or any other corporation, association, trust or other organization1940 Act, or is a series thereof, that will succeed to or assume the Trust's registration under that Act and which is formed, organized or existing under the laws of a state, commonwealth, possession or colony of the United States or (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware Delaware. (b) The Trustees may, subject to a vote of a majority of the Trustees and any shareholder vote required under the 1940 Act, if any, cause the Trust to merge or any other U.S. jurisdiction. consolidate with or into one or more Trusts, partnerships (general or limited), associations, limited liability companies or corporations formed, organized or existing under the laws of a state, commonwealth, possession or colony of the United States. (c) Any agreement of merger or consolidation or certificate of merger or consolidation may be signed by a majority of Continuing Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (cd) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Trust Instrument, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders Trustees in accordance with paragraph (a) or (b) this Section 6 11.05 may effect any amendment to the Declaration Trust Instrument or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. The Trustees may (ai) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange convey and transfer all or substantially all of the Trust Property assets of the Trust, or the propertyassets belonging to any one or more Series, including its good willto another trust, partnership, association, corporation or other entity organized under the laws of any state of the United States, or may transfer such assets to another Series of the Trust, in exchange for cash, Shares or other Securities (including, in the case of a transfer to another Series of the Trust, Shares of such other Series), (ii) to the extent permitted by law then in effect merge or consolidate the Trust or any Series with any other Trust or any corporation, partnership, or association organized under the laws of any state of the United States, or (iii) cause the Trust to convert to a corporation, limited liability company or limited liability partnership under the laws of Delaware or any other state or jurisdiction all upon such terms and conditions and for such consideration when and as authorized by vote or written consent of a majority Majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be and approved by the affirmative vote of the holders of not less than a majority of the Outstanding Shares outstanding and entitled to vote of each Series whose assets are affected by such transaction, or by an instrument or instruments in writing without a meeting, consented to by the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place holders of organization not less than a majority of such Shares, and/or by such other vote of any Series as may be established by the Continuing Certificate of Designation with respect to such Series. Following such transfer, the Trustees mayshall distribute the cash, without Shareholder approval unless Shares or other Securities or other consideration received in such approval is required by applicable lawtransaction (giving due effect to the assets belonging to and indebtedness of, (iand any other differences among, the various Series of which the assets have so been transferred) cause among the Shareholders of the Series of which the assets have been so transferred; and if all of the assets of the Trust have been so transferred, the Trust shall be terminated. Nothing in this Section 9.3 shall be construed as requiring approval of Shareholders for the Trustees to merge organize or consolidate with or into assist in organizing one or more entitiescorporations, if the surviving or resulting entity is the Trust or any other corporationtrusts, associationpartnerships, trust associations or other organization, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trusteesorganizations, and if applicableto sell, Shareholders in accordance with this Section 6 may effect any amendment to the Declaration convey or effect the adoption of a new trust instrument transfer less than substantially all of the Trust if it is Property or the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory trusts assets belonging to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series to such organizations or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereofentities.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s 's form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate incorporate, organize or form under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 may effect any amendment to the Declaration or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder the approval of Shareholders unless such approval is required by applicable law, in order to change the form or jurisdiction of organization of the Trust or for any other purpose (i) cause the Trust or any Series to merge or consolidate with or into into, or sell substantially all of its assets to, one or more entitiestrusts (or series thereof to the extent permitted by law), if the surviving or resulting entity is the Trust or any other corporationpartnerships, associationassociations, trust corporations or other organizationbusiness entities (including trusts, partnerships, associations, corporations or a series thereofother business entities created by the Trustees to accomplish such merger or consolidation), (ii) cause the Shares (or any portion thereof) to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, law or (iii) cause the Trust to incorporate reorganize under the laws of Delaware any state or any other U.S. jurisdictionpolitical subdivision of the United States if such action is determined by the Trustees to be in the best interests of the Trust. Any agreement of merger or consolidation or exchange or certificate of merger may be signed by a majority of Continuing the Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (cb) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders Trustees in accordance with this Section 6 3 may effect any amendment to the Declaration governing instrument of the Trust or effect the adoption of a new trust instrument of the Trust if it the Trust is the surviving or resulting trust in the merger or consolidation. (dc) The Continuing Trustees may may, without the approval of Shareholders unless such approval or vote is required by applicable law, create one or more statutory business trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of Unless Shareholder approval is required by applicable law or this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected SeriesDeclaration, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, approval: (i) cause the Trust to merge or consolidate with or into one or more entitiestrusts (or series thereof to the extent permitted by law), if partnerships, associations, corporations or other business entities (including trusts, partnerships, associations, corporations or other business entities created by the Trustees to accomplish such merger or consolidation) so long as the surviving or resulting entity is an investment company as defined in the Trust or any other corporation, association, trust or other organization1940 Act, or is a series thereof, that will succeed to or assume the Trust's registration under the 1940 Act and that is formed, organized, or existing under the laws of the United States or of a state, commonwealth, possession or territory of the United States, unless otherwise permitted under the 1940 Act; (ii) cause any one or more series or classes of the Trust to merge or consolidate with or into any one or more other series or classes of the Trust, one or more trusts (or series or classes thereof to the extent permitted by law), partnerships, associations, corporations; (iii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or ; or (iiiiv) cause the Trust to incorporate reorganize as a corporation, limited liability company or limited liability partnership under the laws of Delaware the Commonwealth of Massachusetts or any other U.S. state or jurisdiction. . (b) Any agreement of merger or consolidation or exchange or certificate of merger may be signed by a majority of Continuing the Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) Pursuant Notwithstanding anything to and the contrary contained in accordance with the provisions of Section 3815(f) of the Delaware Actthis Declaration, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders Trustees in accordance with this Section 6 7 may effect any amendment to the Declaration governing instrument of the Trust or effect the adoption of a new trust governing instrument of the Trust if it the Trust is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits profits, or losses of the Trust or any Series series or Class class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series series or Class class thereof into beneficial interests in any such newly newly-created trust or trusts or any series or of classes thereof. (e) The approval of the Trustees shall be sufficient to cause the Trust, or any series thereof, to sell and convey all or substantially all of the assets of the Trust or any affected series to another series of the Trust or to another entity to the extent permitted under the 1940 Act, for adequate consideration, which may include the assumption of all outstanding obligations, taxes, and other liabilities, accrued or contingent, of the Trust or any affected series, and which may include shares or interests in such other series of the Trust or other entity or series thereof.

Reorganization. (a) Except as provided in clause subsection (b) of this Section 6 5 or in Section 7 6 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the propertyProperty, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate incorporate, organize or form under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or shall be approved by a majority of Trustees and the certificate of merger may be signed by a majority of Continuing Trustees any one Trustee or any authorized officer and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 5 may effect any amendment to the this Declaration or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing The Trustees may, without Shareholder approval approval, unless such approval is required by applicable law, law or by the terms of Article V of this Declaration: (i) cause the Trust to merge or consolidate with or into one or more entitiestrusts (or Series thereof to the extent permitted by law), if partnerships, associations, corporations or other business entities (including trusts, partnerships, associations, corporations or other business entities created by the surviving Trustees to accomplish such merger or resulting entity is consolidation); (ii) cause any one or more Series (or Classes) of the Trust to merge or consolidate with or into any one or more other corporationSeries (or Classes) of the Trust, associationone or more trusts (or Series or Classes thereof to the extent permitted by law), trust or other organizationpartnerships, or a series thereofassociations, corporations; (iiiii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or ; or (iiiiv) cause the Trust to incorporate reorganize as a corporation, limited liability company or limited liability partnership under the laws of Delaware or any other U.S. state or jurisdiction. . (b) Any agreement of merger or consolidation or exchange or certificate of merger may be signed by a majority of Continuing the Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders Trustees in accordance with this Section 6 3 may effect any amendment to the Declaration governing instrument of the Trust or effect the adoption of a new trust governing instrument of the Trust if it is the surviving or resulting trust in the merger or consolidationTrust. (d) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits profits, or losses of the Trust or any Series or Class thereof may be transferred and and, consistent with the requirements of Article V of this Declaration, may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes Series of Classes thereof. (e) The approval of the Trustees shall be sufficient, to the extent consistent with Article V of this Declaration, to cause the Trust, or any Series thereof, to sell and convey all or substantially all of the assets of the Trust or any affected Series to another Series of the Trust or to another entity to the extent permitted under the 1940 Act, for adequate consideration, which may include the assumption of all outstanding obligations, taxes, and other liabilities, accrued or contingent, of the Trust or any affected Series, and which may include Shares or interest in such Series of the Trust, entity, or Series. Without limiting the generality of the foregoing, this provision may be utilized to permit the Trust to pursue its investment program through one or more subsidiary vehicles or to operate in a master-feeder structure.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares and not less than three-quarters of the outstanding Preferred Securities, in each case entitled to vote of the Trust or any affected Series, voting as separate classes and voting together as a single class, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares and a majority of the outstanding Preferred Securities, in each case entitled to vote of the Trust or the affected Series, voting as separate classes and voting together as a single class. (b) Notwithstanding anything else herein, to change the Trust’s 's form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid.. 12966669/2 159 Agreements and Declarations of Trust - CHW Second A&R Agreement and Declaration of Trust (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 may effect any amendment to the Declaration or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entitiestrusts (or series thereof to the extent permitted by 19 law), if partnerships, associations, corporations or other business entities (including trusts, partnerships, associations, corporations or other business entities created by the Trustees to accomplish such merger or consolidation) so long as the surviving or resulting entity is an open-end management investment company under the Trust or any other corporation, association, trust or other organization1940 Act, or is a series thereof, that will succeed to or assume the Trust's registration under the 1940 Act and that is formed, organized, or existing under the laws of the United States or of a state, commonwealth, possession or colony of the United States, (ii) cause any one or more Series of the Trust to merge or consolidate with or into any one or more other Series of Trust, one or more trusts (or series thereof to the extent permitted by law), partnerships, associations, corporations (iii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, law or (iiiiv) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdictionDelaware. Any agreement of merger or consolidation or exchange or certificate of or merger may be signed by a majority of Continuing the Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (cb) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders Trustees in accordance with this Section 6 3 may effect any amendment to the Declaration governing instrument of the Trust or effect the adoption of a new trust instrument of the Trust if it the Trust is the surviving or resulting trust in the merger or consolidation. (dc) The Continuing Trustees may create one or more statutory business trusts to which all or any part of the assets, liabilities, profits profits, or losses of the Trust or any Series or of Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or of Class thereof into beneficial interests in any such newly created trust or trusts or any series or of classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares and not less than three-quarters of the outstanding Preferred Securities, in each case entitled to vote of the Trust or any affected Series, voting as separate classes and voting together as a single class, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares and a majority of the outstanding Preferred Securities, in each case entitled to vote of the Trust or the affected Series, voting as separate classes and voting together as a single class. (b) Notwithstanding anything else herein, to change the Trust’s 's form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid.. 12966669/2 Agreements and Declarations of Trust - CSQ Third A&R Agreement and Declaration of Trust (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 may effect any amendment to the Declaration or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, the Trustees may, subject to a vote of majority of the Trustees and any shareholder approval required under the 1940 Act, if any, in order to change the Trust’s form or place jurisdiction of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable lawTrust, (i) cause the Trust to merge or consolidate with or into one or more entitiestrusts, if partnerships (general or limited), associations or corporations so long as the surviving or resulting entity is an open-end management investment company under the Trust or any other corporation, association, trust or other organization1940 Act, or is a series thereof, that will succeed to or assume the Trust's registration under that Act and which is formed, organized or existing under the laws of a state, commonwealth, possession or colony of the United States or (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware Delaware. (b) The Trustees may, subject to a vote of a majority of the Trustees and any shareholder vote required under the 1940 Act, if any, cause the Trust to merge or any other U.S. jurisdiction. consolidate with or into one or more trusts, partnerships (general or limited), associations, limited liability companies or corporations formed, organized or existing under the laws of a state, commonwealth, possession or colony of the United States. (c) Any agreement of merger or consolidation or certificate of merger or consolidation may be signed by a majority of Continuing Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (cd) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Trust Instrument, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders Trustees in accordance with paragraph (a) or (b) of this Section 6 11.5 may effect any amendment to the Declaration Trust Instrument or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder the approval of Shareholders unless such approval is required by applicable law, in order to change the form or jurisdiction of organization of the Trust or for any other purpose (i) cause the Trust or any Series to merge or consolidate with or into into, or sell substantially all of its assets to, one or more entitiestrusts (or series thereof to the extent permitted by law), if the surviving or resulting entity is the Trust or any other corporationpartnerships, associationassociations, trust corporations or other organizationbusiness entities (including trusts, partnerships, associations, corporations or a series thereofother business entities created by the Trustees to accomplish such merger or consolidation), (ii) cause the Shares (or any portion thereof) to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, law or (iii) cause the Trust to incorporate reorganize under the laws of Delaware any state or any other U.S. jurisdictionpolitical subdivision of the United States, if such action is determined by the Trustees to be in the best interests of the Trust. Any agreement of merger or consolidation or exchange or certificate of merger may be signed by a majority of Continuing the Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (cb) Pursuant to and in accordance with the provisions of Section 3815(f3815(t) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders Trustees in accordance with this Section 6 3 may effect any amendment to the Declaration governing instrument of the Trust or effect the adoption of a new trust instrument of the Trust if it the Trust is the surviving or resulting trust in the merger or consolidation. (dc) The Continuing Trustees may may, without the approval of Shareholders unless such approval or vote is required by applicable law, create one or more statutory business trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section Sections 4 or 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be and approved by the affirmative a vote of a majority of the Outstanding Shares outstanding and entitled to vote and any such merger, consolidation, sale, lease or exchange shall be determined for all purposes to have been accomplished under and pursuant to the statutes of the Trust or the affected SeriesState of Delaware. (b) Notwithstanding anything else herein, to change the Trust’s 's form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid.. 24 (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 may effect any amendment to the Declaration or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory business trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause subsection (b) of this Section 6 9.4 or in Section 7 9.5 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding outstanding Shares entitled to vote of the Trust or any affected SeriesTrust, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the propertyProperty, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding outstanding Shares entitled to vote of the Trust or the affected SeriesTrust. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i1) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii2) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii3) cause the Trust to incorporate incorporate, organize or form under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or shall be approved by a majority of Trustees and the certificate of merger may be signed by a majority of Continuing Trustees any one Trustee or any authorized officer and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 9.5 may effect affect any amendment to the this Declaration or effect affect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes Classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without any Shareholder approval or vote unless such approval or vote is required by applicable law, in order to change the form or jurisdiction of organization of the Trust or for any other purpose (i) cause the Trust to merge or consolidate with or into one or more entitiestrusts (or series thereof to the extent permitted by law), if the surviving or resulting entity is the Trust or any other corporationpartnerships, associationassociations, trust corporations or other organizationbusiness entities (including trusts, partnerships, associations, corporations or a series thereofother business entities created by the Trustees to accomplish such merger or consolidation), (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, law or (iii) cause the Trust to incorporate reorganize under the laws of Delaware any state or any other U.S. jurisdictionpolitical subdivision of the United States, if such action is determined by the Trustees to be in the best interests of the Trust. Any agreement of merger or consolidation or exchange or certificate of merger may be signed by a majority of Continuing the Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (cb) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders Trustees in accordance with this Section 6 3 may effect any amendment to the Declaration governing instrument of the Trust or effect the adoption of a new trust instrument of the Trust if it the Trust is the surviving or resulting trust in the merger or consolidation. (dc) The Continuing Trustees may may, without any Shareholder approval or vote unless such approval or vote is required by applicable law, create one or more statutory business trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares and not less than three-quarters of the outstanding Preferred Securities, in each case entitled to vote of the Trust or any affected Series, voting as separate classes and voting together as a single class, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares and a majority of the outstanding Preferred Securities, in each case entitled to vote of the Trust or the affected Series, voting as separate classes and voting together as a single class. (b) Notwithstanding anything else herein, to change the Trust’s 's form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid.. 12966669/2 Agreements and Declarations of Trust - CHI Third A&R Agreement and Declaration of Trust (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 may effect any amendment to the Declaration or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares and entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s 's form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 may effect any amendment to the Declaration or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory business trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares and not less than three-quarters of the outstanding Preferred Securities, in each case entitled to vote of the Trust or any affected Series, voting as separate classes and voting together as a single class, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares and a majority of the outstanding Preferred Securities, in each case entitled to vote of the Trust or the affected Series. (b) , voting as separate classes and voting together as a single class. Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) . Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 may effect any amendment to the Declaration or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) . The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares and not less than three-quarters of the outstanding Preferred Securities, in each case entitled to vote of the Trust or any affected Series, voting as separate classes and voting together as a single class, the Trust may merge 12966669/2 or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares and a majority of the outstanding Preferred Securities, in each case entitled to vote of the Trust or the affected Series. (b) , voting as separate classes and voting together as a single class. Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) . Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 may effect any amendment to the Declaration or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) . The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause subsection (b) of this Section 6 5 or in Section 7 6 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the propertyProperty, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate incorporate, organize or form under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or shall be approved by a majority of Trustees and the certificate of merger may be signed by a majority of Continuing Trustees any one Trustee or any authorized officer and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 5 may effect any amendment to the Declaration or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, the Trustees, in order to change the Trust’s form or place of organization a majority of the Continuing Trustees Trust or for any other reason, may, without prior Shareholder approval unless such approval is required by applicable lawapproval, (i) cause the Trust to merge or consolidate with or into one (1) or more entitiestrusts, if partnerships, associations, or corporations so long as the surviving or resulting entity is an open-end management investment company under the Trust or any other corporation, association, trust or other organization1940 Act, or is a series thereof, that will succeed to or assume the Trust’s registration under that Act and which is formed, organized, or existing under the laws of a state, commonwealth, territory, possession, or colony of the United States or (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdictionState of Delaware. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures signature conveyed by electronic or telecommunication means shall be valid. (cb) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware ActDSTA, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders Trustees in accordance with this Section 6 4(a) of Article IX may effect any amendment to the Declaration of Trust or effect the adoption of a new trust instrument of the Trust if it the Trust is the surviving or resulting trust in the merger or consolidation. (dc) The Continuing Trustees may may, by vote of a majority of the Trustees, cause any Series (the “Applicable Fund”) to (i) if permitted by the DSTA, merge or consolidate in accordance with the provisions thereof with or into, (ii) sell, convey and transfer all or substantially all of its assets to, or (iii) exchange its Shares for Shares of, one or more other Series, whether then existing or to be established in connection with such merger, consolidation, asset sale or Share exchange as provided in (i)-(iii) above. Any such merger, consolidation, asset sale or Share exchange shall not require the vote of the Shareholders unless such vote is required by the 1940 Act. Unless the 1940 Act or other applicable law or regulation provides otherwise, the Trustees shall have the power to prescribe additional procedures or terms necessary or appropriate to accomplish any such merger, consolidation, asset sale or Share exchange, including the power (x) to create one or more Series or separate statutory trusts (or series thereof) or other business entities to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof Applicable Fund may be transferred and may transferred, (y) to provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created Series or separate statutory trust or trusts (or series thereof) or other business entities and (z) to condition or not to condition any series asset sale upon the assumption by the transferee of the liabilities associated with the Applicable Fund the assets of which are so transferred. To the extent of any conflicting or classes thereofinconsistent provision(s) in Sections 4(a) or (b) of Article IX of this Declaration of Trust, the provisions of this Section 4(c) of Article IX shall control.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entitiestrusts (or series thereof to the extent permitted by law), if partnerships, associations, corporations or other business entities (including trusts, partnerships, associations, corporations or other business entities created by the Trustees to accomplish such merger or consolidation) so long as the surviving or resulting entity is an investment company as defined in the Trust or any other corporation, association, trust or other organization1940 Act, or is a series thereof, that will succeed to or assume the Trust’s registration under the 1940 Act and that is formed, organized, or existing under the laws of the United States or of a state, commonwealth, possession or colony of the United States, unless otherwise permitted under the 1940 Act, (ii) cause any one or more Series (or Classes) of the Trust to merge or consolidate with or into any one or more other Series (or Classes) of the Trust, one or more trusts (or series or classes thereof to the extent permitted by law), partnerships, associations, corporations, (iii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, law or (iiiiv) cause the Trust to incorporate reorganize as a corporation, limited liability company or limited liability partnership under the laws of Delaware or any other U.S. state or jurisdiction. Any agreement of merger or consolidation or exchange or certificate of merger may be signed by a majority of Continuing the Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (cb) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders Trustees in accordance with this Section 6 4 may (i) effect any amendment to the Declaration governing instrument of the Trust or (ii) effect the adoption of a new trust governing instrument of the Trust if it the Trust is the surviving or resulting trust in the merger or consolidation. (dc) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits profits, or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or of classes thereof.

Reorganization. (a) Except as provided in clause subsection (b) of this Section 6 or in Section 7 9.4 of this Article IX, or as otherwise permitted by the 1940 Act, subject to the affirmative vote of not less than three-quarters a majority of the Outstanding Shares outstanding and entitled to vote of the Trust or any affected Seriesvote, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the propertyProperty, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i1) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii2) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii3) cause the Trust to incorporate incorporate, organize or form under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or shall be approved by a majority of Trustees and the certificate of merger may be signed by a majority of Continuing Trustees any one Trustee or any authorized officer and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 9.4 may effect affect any amendment to the this Declaration or effect affect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes Classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without any Shareholder approval or vote unless such approval or vote is required by applicable law, in order to change the form or jurisdiction of organization of the Trust or for any other purpose (i) cause the Trust to merge or consolidate with or into one or more entitiestrusts (or series thereof to the extent permitted by law), if the surviving or resulting entity is the Trust or any other corporationpartnerships, associationassociations, trust corporations or other organizationbusiness entities (including trusts, partnerships, associations, corporations or a series thereofother business entities created by the Trustees to accomplish such merger or consolidation), (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, law or (iii) cause the Trust to incorporate reorganize under the laws of Delaware any state or any other U.S. jurisdiction. Any agreement political subdivision of merger or consolidation or certificate the United States, if such action is determined by the Trustees to be in the best interests of merger may be signed by a majority of Continuing Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be validthe Trust. (cb) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders Trustees in accordance with this Section 6 3 of Article VIII may effect any amendment to the Declaration governing instrument of the Trust or effect the adoption of a new trust instrument of the Trust if it the Trust is the surviving or resulting trust in the merger or consolidation. (dc) The Continuing Trustees may may, without any Shareholder approval or vote unless such approval or vote is required by applicable law, create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof. (d) Notwithstanding anything else herein, the Trustees may, without Shareholder approval (unless required by the 1940 Act), invest all or a portion of the Trust Property of any Series, or dispose of all or a portion of the Trust Property of any Series, and invest the proceeds of such disposition in interests issued by one or more other investment companies registered under the 1940 Act. Any such other investment company may (but not need) be a trust (formed under the laws of the State of Delaware or any other state or jurisdiction) (or series thereof) which is classified as a partnership for federal income tax purposes. Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, cause a Series that is organized in the master/feeder fund structure to withdraw or redeem its Trust Property from the master fund and cause such Series to invest its Trust Property directly in securities and other financial instruments or in another master fund.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder the approval of Shareholders unless such approval is required by applicable law, in order to change the form or jurisdiction of organization of the Trust or for any other purpose (i) cause the Trust or any Series to merge or consolidate with or into into, or sell substantially all of its assets to, one or more entitiestrusts (or series thereof to the extent permitted by law), if the surviving or resulting entity is the Trust or any other corporationpartnerships, associationassociations, trust corporations or other organizationbusiness entities (including trusts, partnerships, associations, corporations or a series thereofother business entities created by the Trustees to accomplish such merger or consolidation), (ii) cause the Shares (or any portion thereof) to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, law or (iii) cause the Trust to incorporate reorganize under the laws of Delaware any state or any other U.S. jurisdictionpolitical subdivision of the United States if such action is determined by the Trustees to be in the best interests of the Trust. Any agreement of merger or consolidation or exchange or certificate of merger may be signed by a majority of Continuing Trustees an authorized Trust officer and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (cb) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders Trustees in accordance with this Section 6 3 may effect any amendment to the Declaration governing instrument of the Trust or effect the adoption of a new trust instrument of the Trust if it the Trust is the surviving or resulting trust in the merger or consolidation. (dc) The Continuing Trustees may may, without the approval of Shareholders unless such approval or vote is required by applicable law, create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares and not less than three-quarters of the outstanding Preferred Securities, in each case entitled to vote of the Trust or any affected Series, voting as separate classes and voting together as a single class, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares and a majority of the outstanding Preferred Securities, in each case entitled to vote of the Trust or the affected Series, voting as separate classes and voting together as a single class. (b) Notwithstanding anything else herein, to change the Trust’s 's form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid.. 12966669/2 126 Agreements and Declarations of Trust - CGO Third A&R Agreement and Declaration of Trust (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 may effect any amendment to the Declaration or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder the approval of Shareholders unless such approval is required by applicable law, in order to change the form or jurisdiction of organization of the Trust or for any other purpose (i) cause the Trust or any Series to merge or consolidate with or into into, or sell substantially all of its assets to, one or more entitiestrusts (or series thereof to the extent permitted by law), if the surviving or resulting entity is the Trust or any other corporationpartnerships, associationassociations, trust corporations or other organizationbusiness entities (including trusts, partnerships, associations, corporations or a series thereofother business entities created by the Trustees to accomplish such merger or consolidation), (ii) cause the Shares (or any portion thereof) to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, law or (iii) cause the Trust to incorporate reorganize under the laws of Delaware any state or any other U.S. jurisdictionpolitical subdivision of the United States, if such action is determined by the Trustees to be in the best interests of the Trust. Any agreement of merger or consolidation or exchange or certificate of merger may be signed by a majority of Continuing Trustees Trustee or an authorized Trust officer and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (cb) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders Trustees in accordance with this Section 6 3 may effect any amendment to the Declaration governing instrument of the Trust or effect the adoption of a new trust instrument of the Trust if it the Trust is the surviving or resulting trust in the merger or consolidation. (dc) The Continuing Trustees may may, without the approval of Shareholders unless such approval or vote is required by applicable law, create one or more statutory business trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, the Trustees, in order to change the Trust’s form or place of organization a majority of the Continuing Trustees Trust, may, without prior Shareholder approval unless such approval is required by applicable lawapproval, (i) cause the Trust to merge be merged into or consolidate with consolidated with, or to sell all or substantially all of its assets to, another trust or company; (ii) cause a Series of the Trust to be merged into one or more entitiesconsolidated with, if or to sell all or substantially all of its assets to, another Series of the surviving Trust or resulting entity is another Series of another trust or company; (iii) cause the Shares of a class of a Series to be converted into another class of the same Series; (iv) cause the Shares of the Trust or any other corporation, association, Series to be converted into beneficial interests in another business or statutory trust (or other organization, or a series Series thereof, ); (iiv) cause the Shares of the Trust or any Series to be exchanged for shares in another trust or company under or pursuant to any state or federal statute to the extent permitted by law, ; or (iiivi) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdictionState of Delaware. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures signature conveyed by electronic or telecommunication means shall be valid. . Except to the extent the 1940 Act expressly grants Shareholders the power to vote on (ci) - (v) above, the Trustees, with written notice to the Shareholders, may approve and effect any of the transactions contemplated under (i) - (v) above without any vote or other action of the Shareholders. To the extent that the 1940 Act expressly grants to Shareholders the power to vote on such transaction(s), such transaction(s) may be approved by a vote of a majority of the Shares of the Trust entitled to vote and voting in the aggregate, with respect to (i) and (vi) above, and a majority of the Shares of any such Series entitled to vote, with respect to (ii) - (v) above. This Section 11.04 shall be interpreted to eliminate any right to vote on a merger, consolidation, sale of assets or conversion that might otherwise be conferred by Section 3815, Section 3821 or any other provision of the Delaware Act. Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Trust Instrument, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders Trustees in accordance with this Section 6 11.04 may effect any amendment to the Declaration Trust Instrument or effect the adoption of a new trust instrument of the Trust if it the Trust is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares Securities entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares Securities entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable lawlaw or by any applicable Securities Designation, (i) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 may effect any amendment to the Declaration or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 5 or in Section 7 6 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares entitled to vote of the Trust or any affected Series, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the propertyProperty, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares entitled to vote of the Trust or the affected Series. (b) Notwithstanding anything else herein, to change the Trust’s form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate incorporate, organize or form under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or shall be approved by a majority of Trustees and the certificate of merger may be signed by a majority of Continuing Trustees any one Trustee or any authorized officer and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 5 may effect any amendment to the Declaration or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.

Reorganization. (a) Except as provided in clause (b) of this Section 6 or in Section 7 of this Article IX, subject to the affirmative vote of not less than three-quarters of the Outstanding Shares and not less than three-quarters of the outstanding Preferred Securities, in each case entitled to vote of the Trust or any affected Series, voting as separate classes and voting together as a single class, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property, including its good will, upon such terms and conditions and for such consideration when and as authorized by a majority of the Continuing Trustees; provided however, if at least three-quarters of the Continuing Trustees then in office have approved such transaction, then the actions may be approved by the affirmative vote of a majority of the Outstanding Shares and a majority of the outstanding Preferred Securities, in each case entitled to vote of the Trust or the affected Series, voting as separate classes and voting together as a single class. (b) Notwithstanding anything else herein, to change the Trust’s 's form or place of organization a majority of the Continuing Trustees may, without Shareholder approval unless such approval is required by applicable law, (i) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or any other corporation, association, trust or other organization, or a series thereof, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, or (iii) cause the Trust to incorporate under the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Continuing Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid.. 12966669/2 60 Agreements and Declarations of Trust - CHY Third A&R Agreement and Declaration of Trust (c) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, an agreement of merger or consolidation approved by the Continuing Trustees, and if applicable, Shareholders in accordance with this Section 6 may effect any amendment to the Declaration or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation. (d) The Continuing Trustees may create one or more statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof.