Common use of Shareholder Nominations Clause in Contracts

Shareholder Nominations. (a) Qualified Shareholders entitled to vote in the election of Trustees may nominate one or more individuals for election as Trustees at a meeting only if written notice of such Qualified Shareholders’ intention to make such nomination or nominations has been delivered personally to, or been mailed to and received by, the Trust at the principal executive office of the Trust, addressed to the attention of the Secretary, (i) with respect to an election to be held at an Annual Meeting that is called for a date that is within 30 days before or after the anniversary date of the immediately preceding Annual Meeting of Shareholders, not less than 90 days nor more than 120 days prior to such anniversary date, and (ii) with respect either to an election to be held at an Annual Meeting that is called for a date that is not within 30 days before or after the anniversary date of the immediately preceding Annual Meeting, or with respect to a Special Meeting of Shareholders called for the purpose of electing Trustees, not later than the close of business on the tenth day following the day on which notice of the date of the meeting was mailed or public disclosure of the date of the meeting was made, whichever occurs first. In no event shall any adjournment or postponement of an Annual or Special Meeting or announcement thereof commence a new time period for the giving of notice as described above. (b) Each such notice shall set forth: (i) the name and address of each Qualified Shareholder intending to make the nomination and of the individual or individuals to be nominated; (ii) a representation as to the class, series and number of Shares of the Trust that such Qualified Shareholder owns of record or beneficially and the respective date or dates on which such Qualified Shareholder acquired such ownership; (iii) the nominee holders for, and number of, Shares of the Trust owned beneficially but not of record by such Qualified Shareholder; (iv) a representation that such Qualified Shareholder shall appear in person or by proxy at the meeting to nominate the individual or individuals specified in the notice; (v) a description of all proxies, agreements, arrangements or understandings between any Qualified Shareholder and each nominee and any other person or entity (naming each such person or entity) pursuant to which any Qualified Shareholder has a right to vote any Shares of the Trust, or pursuant to which any such nominee or Qualified Shareholder may be entitled to compensation, reimbursement of expenses or indemnification by reason of such nomination or service as a Trustee (including, without limitation, all information that would be required to be disclosed under Item 404 of Regulation S-K, or any successor provision, if the Qualified Shareholder or Shareholder Associated Person (as defined below) were the “registrant” and the nominee were a director or executive officer); (vi) such other information regarding each nominee proposed by such Qualified Shareholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had the nominee been nominated by the Board of Trustees; (vii) as to any Shareholder Associated Person, (A) the class, series and number of all Shares of the Trust that are owned of record or beneficially by such Shareholder Associated Person, if any, and the date on which such Shareholder Associated Person acquired such ownership and (B) the nominee holder for, and number of, Shares of the Trust owned beneficially but not of record by such Shareholder Associated Person; (viii) with respect to any Qualified Shareholder and Shareholder Associated Person, whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including, without limitation, any put, short position, hedged position, borrowing or lending of Shares, synthetic or temporary ownership technique, swap, securities loan, option, warrant, convertible security, stock appreciation right, or any other right or security with a value derived, in part or in whole, from the value of any class or series of Shares of the Trust, directly or indirectly owned by such Qualified Shareholder or Shareholder Associated Person) has been made, the effect or intent of which is to (A) mitigate loss to, or manage risk or benefit of Share price changes for, or to increase or decrease the voting power of, such Qualified Shareholder or any such Shareholder Associated Person with respect to any Shares of the Trust, or (B) provide the Qualified Shareholder or Shareholder Associated Person with an opportunity to receive directly or indirectly any gain from an increase or decrease in the value of the Shares of the Trust; and (ix) the written consent of each nominee to serve as a Trustee of the Trust if so elected. Additionally, the Trust may require any proposed nominee to furnish such additional information as may reasonably be requested to determine the eligibility of such proposed nominee to serve as an independent Trustee, or that could be material to a reasonable Shareholder’s understanding of the independence, or lack thereof, of such nominee, and to complete and sign a questionnaire in form and substance determined by the Trust in its sole discretion. The Qualified Shareholder shall advise the Secretary of the Trust in writing of any change in the information set forth in the notice promptly after the occurrence of such change. (c) For purposes of this Paragraph 11.J, “Shareholder Associated Person” of any Shareholder shall mean (i) any person or entity controlling, controlled by, under common control with, or acting in concert with, such Shareholder, (ii) any beneficial owner of Shares of the Trust owned of record or beneficially by such Shareholder, (iii) any entity of which such Shareholder is an employee, officer, member, partner, trustee, director or, except for entities the Shares of which are registered under the Securities Exchange Act of 1934 (the “Exchange Act”), a Shareholder, and (iv) any person or entity controlling, controlled by or under common control with, a Shareholder Associated Person as defined by clause (i), (ii) or (iii). (d) Only such persons who are nominated in accordance with the procedures set forth in this Paragraph 11.J shall be eligible to serve as Trustees. The chair of the meeting may, in his or her judgment, declare invalid any nomination (i) not made in compliance with the foregoing procedure or (ii) made in connection with a notice that shall be inaccurate or incomplete. Such invalid nomination shall then be disregarded.

Shareholder Nominations. (a) Qualified Shareholders Nominations for the election of directors may be made by a shareholder entitled to vote in the election of Trustees directors. A shareholder entitled to vote in the election of directors, however, may nominate one or more individuals for election as Trustees at make such a meeting nomination only if written notice of such Qualified Shareholders’ intention shareholder's intent to make such nomination do so, addressed to the president of the corporation, is delivered to or nominations has been delivered personally to, or been mailed to and received by, the Trust at the principal executive office offices of the Trust, addressed to the attention of the Secretary, corporation: (ia) with respect to an election to be held at an Annual Meeting that is called for a date that is within 30 days before or after the anniversary date of the immediately preceding Annual annual Election Meeting of Shareholders, not less than 90 days nor more than 120 days prior to such anniversary date, and (ii) with respect either to an election to be held at an Annual Meeting that is called for a date that is not within 30 days before or after the anniversary date of the immediately preceding Annual Meeting, or with respect to a Special Meeting of Shareholders called for the purpose of electing Trusteesshareholders, not later than the close of business on the ninetieth day nor earlier than the close of business on the one hundred twentieth day prior to the first anniversary of the immediately preceding year's annual Election Meeting; provided, however, that in the event that the date of the annual Election Meeting is more than thirty days before or more than sixty days after such anniversary date, notice by the shareholder in order to be timely must be so received not earlier than the close of business on the one hundred twentieth day prior to such annual Election Meeting and not later than the close of business on the later of the ninetieth day prior to such annual Election Meeting or the tenth day following the day on which notice public announcement of the date of such meeting of shareholders was first made; and (b) with respect to an election to be held at a special meeting of shareholders called for the purpose of electing directors, not earlier than the close of business on the one hundred twentieth day prior to such special meeting and not later than the close of business on the later of the ninetieth day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting was mailed or public disclosure and of the date nominees proposed by the Board of the meeting was made, whichever occurs firstDirectors to be elected at such meeting. In no event shall any adjournment or postponement the public announcement of an Annual or Special Meeting or announcement thereof adjournment of a special meeting commence a new time period for the giving of a shareholder's notice as described above. (bc) Each such notice For purpose of this Article V.C, "public announcement" shall set forth: (i) the name and address of each Qualified Shareholder intending to make the nomination and of the individual or individuals to be nominated; (ii) a representation as to the class, series and number of Shares of the Trust that such Qualified Shareholder owns of record or beneficially and the respective date or dates on which such Qualified Shareholder acquired such ownership; (iii) the nominee holders for, and number of, Shares of the Trust owned beneficially but not of record by such Qualified Shareholder; (iv) a representation that such Qualified Shareholder shall appear in person or by proxy at the meeting to nominate the individual or individuals specified in the notice; (v) a description of all proxies, agreements, arrangements or understandings between any Qualified Shareholder and each nominee and any other person or entity (naming each such person or entity) pursuant to which any Qualified Shareholder has a right to vote any Shares of the Trust, or pursuant to which any such nominee or Qualified Shareholder may be entitled to compensation, reimbursement of expenses or indemnification by reason of such nomination or service as a Trustee (including, without limitation, all information that would be required to be disclosed under Item 404 of Regulation S-K, or any successor provision, if the Qualified Shareholder or Shareholder Associated Person (as defined below) were the “registrant” and the nominee were a director or executive officer); (vi) such other information regarding each nominee proposed by such Qualified Shareholder as would have been required to be included mean disclosure in a proxy statement press release reported by the Dow Jones News Service, Associated Press or comparable national news servixx, xr reported in a document publicly filed pursuant to by the proxy rules of corporation with the Securities and Exchange Commission had the nominee been nominated by the Board of Trustees; (viipursuant to Section 13, 14, or 15(d) as to any Shareholder Associated Person, (A) the class, series and number of all Shares of the Trust that are owned of record or beneficially by such Shareholder Associated Person, if any, and the date on which such Shareholder Associated Person acquired such ownership and (B) the nominee holder for, and number of, Shares of the Trust owned beneficially but not of record by such Shareholder Associated Person; (viii) with respect to any Qualified Shareholder and Shareholder Associated Person, whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including, without limitation, any put, short position, hedged position, borrowing or lending of Shares, synthetic or temporary ownership technique, swap, securities loan, option, warrant, convertible security, stock appreciation right, or any other right or security with a value derived, in part or in whole, from the value of any class or series of Shares of the Trust, directly or indirectly owned by such Qualified Shareholder or Shareholder Associated Person) has been made, the effect or intent of which is to (A) mitigate loss to, or manage risk or benefit of Share price changes for, or to increase or decrease the voting power of, such Qualified Shareholder or any such Shareholder Associated Person with respect to any Shares of the Trust, or (B) provide the Qualified Shareholder or Shareholder Associated Person with an opportunity to receive directly or indirectly any gain from an increase or decrease in the value of the Shares of the Trust; and (ix) the written consent of each nominee to serve as a Trustee of the Trust if so elected. Additionally, the Trust may require any proposed nominee to furnish such additional information as may reasonably be requested to determine the eligibility of such proposed nominee to serve as an independent Trustee, or that could be material to a reasonable Shareholder’s understanding of the independence, or lack thereof, of such nominee, and to complete and sign a questionnaire in form and substance determined by the Trust in its sole discretion. The Qualified Shareholder shall advise the Secretary of the Trust in writing of any change in the information set forth in the notice promptly after the occurrence of such change. (c) For purposes of this Paragraph 11.J, “Shareholder Associated Person” of any Shareholder shall mean (i) any person or entity controlling, controlled by, under common control with, or acting in concert with, such Shareholder, (ii) any beneficial owner of Shares of the Trust owned of record or beneficially by such Shareholder, (iii) any entity of which such Shareholder is an employee, officer, member, partner, trustee, director or, except for entities the Shares of which are registered under the Securities Exchange Act of 1934 (the “Exchange Act”), a Shareholder, and (iv) any person or entity controlling, controlled by or under common control with, a Shareholder Associated Person as defined by clause (i), (ii) or (iii). (d) Only such persons who are nominated in accordance with the procedures set forth in this Paragraph 11.J shall be eligible to serve as Trustees. The chair of the meeting may, in his or her judgment, declare invalid any nomination (i) not made in compliance with the foregoing procedure or (ii) made in connection with a notice that shall be inaccurate or incomplete. Such invalid nomination shall then be disregarded.