Common use of Termination of the Trust Clause in Contracts

Termination of the Trust. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. Subject to the affirmative vote of not less than three-quarters of the Shares outstanding and entitled to vote of the Trust or of each Series to be affected, the Trustees may: (i) sell and convey all or substantially all of the assets of all Series or any affected Series to another Series or to any other corporation, association, trust or other organization, or a series thereof, 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 of or interests in such Series, entity, or series thereof; (ii) merge with or into, consolidate or exchange Shares with any other entity; or (iii) at any time sell and convert into money all or substantially all of the assets of all Series or any affected Series. Provided, however, if at least three-quarters of the Trustees then in office have approved the transactions in (i) or (ii) above, then such actions may be approved by the affirmative vote of a majority of the Shares outstanding and entitled to vote of the Trust or the affected Series. Upon making reasonable provision for the payment of all known liabilities of all Series or any affected Series in either (i) or (ii), by such assumption or otherwise, the Trustees shall distribute the remaining proceeds or assets (as the case may be) ratably among the Shareholders of all Series or any affected Series; however, the payment to any particular Class of such Series may be reduced by any fees, expenses or charges allocated to that Class. (b) Upon completion of the distribution of the remaining proceeds or assets pursuant to subsection (a), the Trust or affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties hereunder with respect thereto and the right, title and interest of all parties therein shall be canceled and discharged. Upon termination of the Trust, following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust's certificate of trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee.

Termination of the Trust. (a) Unless terminated as provided herein, the This Trust shall continue without limitation of timehave perpetual existence. Subject to the affirmative vote of not less than three-quarters of the Shares outstanding and entitled to vote of the Trust or of each Series to be affected, the Trustees may: (i) sell and convey all or substantially all of the assets of all Series or any affected Series to another Series or to any other corporation, association, trust or other organization, or a series thereof, 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 of or interests in such Series, entity, or series thereof; (ii) merge with or into, consolidate or exchange Shares with any other entity; or (iii) at any time sell and convert into money all or substantially all of the assets of all Series or any affected Series. Providedprovided, however, if at least three-quarters of the Trustees then in office have approved the transactions in (i) or (ii) above, then such actions may be approved by the affirmative vote of a majority of the Shares outstanding and entitled to vote of the Trust or the affected Series. Upon making reasonable provision for the payment of all known liabilities of all Series or any affected Series in either (i) or (ii), by such assumption or otherwise, the Trustees shall distribute the remaining proceeds or assets (as the case may be) ratably among the Shareholders of all Series or any affected Series; however, the payment to any particular Class of such Series may be reduced by any fees, expenses or charges allocated to that Class. (b) Upon completion of the distribution of the remaining proceeds or assets pursuant to subsection (a), the Trust or affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties hereunder with respect thereto and the right, title and interest of all parties therein shall be canceled and discharged. Upon termination of the Trust, following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust's ’s certificate of trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee.

Termination of the Trust. (a) Unless terminated as provided herein, the This Trust shall continue without limitation of timehave perpetual existence. Subject to the affirmative vote of not less than three-quarters of the Shares outstanding and entitled to vote of the Trust or of each Series to be affected, the Trustees may: (i) sell and convey all or substantially all of the assets of all Series or any affected Series to another Series or to any other corporation, association, trust or other organization, or a series thereof, 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 of or interests in such Series, entity, or series thereof; (ii) merge with or into, consolidate or exchange Shares with any other entity; or (iii) at any time sell and convert into money all or substantially all of the assets of all Series or any affected Series. ProvidedPROVIDED, howeverHOWEVER, if at least three-quarters of the Trustees then in office have approved the transactions in (i) or (ii) above, then such actions may be approved by the affirmative vote of a majority of the Shares outstanding and entitled to vote of the Trust or the affected Series. Upon making reasonable provision for the payment of all known liabilities of all Series or any affected Series in either (i) or (ii), by such assumption or otherwise, the Trustees shall distribute the remaining proceeds or assets (as the case may be) ratably among the Shareholders of all Series or any affected Series; however, the payment to any particular Class of such Series may be reduced by any fees, expenses or charges allocated to that Class. (b) Upon completion of the distribution of the remaining proceeds or assets pursuant to subsection (a), the Trust or affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties hereunder with respect thereto and the right, title and interest of all parties therein shall be canceled and discharged. Upon termination of the Trust, following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust's certificate of trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee.

Termination of the Trust. (a) Unless terminated as provided hereinNotwithstanding any other provision of this Declaration or the By-Laws other than subsection (e) of this Section 4, unless dissolved earlier in accordance with subsection (b) of this Section 4, the term of the Trust shall continue without limitation expire on the fifteenth (15th) anniversary of time. Subject the effective date of the Trust’s registration statement on Form N-2 (the “Dissolution Date”) at which time the Trust and any Series or Class thereof shall dissolve; provided, however, that prior to the expiration of Trust in accordance with this subsection (a), the term of the Trust may be extended to the first (1st) anniversary of the Dissolution Date by an affirmative vote of not less than three-quarters of the Trustees then in office if the Trustees believe that such extension is in the best interest of the Trust (the “Limited Term Provision”). (b) The Trust or any Series or Class thereof may be dissolved and terminated by the affirmative vote of not less than three-quarters of the Shares outstanding and entitled Trustees then in office by written notice to vote the Shareholders. (c) In connection with the dissolution of the Trust or of each Series to be affected, the Trustees may: (i) sell and convey all or substantially all of the assets of all any Series or any affected Series to another Series Class thereof under subsection (a) of this Section 4 or to any other corporation, association, trust or other organization, or a series thereof, for adequate consideration, which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent, dissolution of the Trust or any affected Series, and which may include shares of or interests in such Series, entity, or series thereof; (ii) merge with or into, consolidate or exchange Shares with any other entity; or (iii) at any time sell and convert into money all or substantially all of the assets of all Series or any affected Series. ProvidedClass thereof under subsection (b) of this Section 4 or to the extent appropriate in connection with a reorganization as provided in Article IX, howeverSection 6, if at least three-quarters of the Trustees then in office have approved the transactions in (i) or (ii) above, then such actions may be approved by the affirmative vote of a majority of the Shares outstanding and entitled to vote of the Trust or the affected Series. Upon upon making reasonable provision for the payment of all known liabilities of the Trust or, as applicable, all Series or any affected Series in either (i) or (ii)Classes, by such assumption or otherwiseotherwise in accordance with the Delaware Act, the Trustees shall distribute the remaining proceeds or assets (as the case may be) ratably among the Shareholders of the Trust or, as applicable, all Series or any affected SeriesSeries or Classes; however, the payment to any particular Class of such Series may be reduced by any fees, expenses or charges allocated to that Class. (bd) Upon completion of the distribution of the remaining proceeds or assets pursuant to subsection (a)c) of this Section 4, the Trust or affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties hereunder with respect thereto to the Trust or affected Series or Classes and the right, title and interest of all parties therein shall be canceled and discharged. Upon termination of the Trust, following Following completion of winding up of its businessthe business of the Trust as provided herein, the Trustees shall cause a certificate of cancellation of the Trust's certificate of trust ’s Certificate to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee, and the Trust shall thereupon terminate. (e) Notwithstanding any other provision of this Declaration or the By-Laws, the Limited Term Provision may only be amended by the affirmative vote of not less than three-quarters of the Trustees then in office and approval by a “majority of the outstanding voting securities” of the Trust as defined in the 1940 Act.

Termination of the Trust. (a) Unless terminated Except as provided herein, the Trust shall continue without limitation of timehave perpetual existence. Subject to the affirmative vote of not less than three-quarters of the Shares outstanding and entitled to vote of the The Trust or of each Series to may be affected, the Trustees may: (i) sell and convey all or substantially all of the assets of all Series or any affected Series to another Series or to any other corporation, association, trust or other organization, or a series thereof, 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 of or interests in such Series, entity, or series thereof; (ii) merge with or into, consolidate or exchange Shares with any other entity; or (iii) terminated at any time sell and convert into money all or substantially all of the assets of all Series or any affected Series. Provided, however, if at least three-quarters of the Trustees then in office have approved the transactions in (i) or (ii) above, then such actions may be approved by the affirmative vote of a majority of the Shares outstanding and of each Series entitled to vote, voting separately by Series, or by the Trustees by written notice to the Shareholders. Any Series of Shares or Class thereof may be terminated at any time by vote of a majority of the Shares of such Series or Class entitled to vote or by the Trustees by written notice to the Shareholders of such Series or Class. (b) Upon the requisite Shareholder vote or action by the Trustees to terminate the Trust or the affected Series. Upon any one or more Series or any Class thereof, after making reasonable provision for the payment of all known liabilities of all Series the Trust or any affected Series in either (i) or (ii), by such assumption or otherwiseSeries, the Trustees shall distribute the remaining proceeds or assets (as the case may be) ratably among the Shareholders of all Series the Trust or any affected SeriesSeries or Class; however, the payment to any particular Class of such Series may be reduced by any fees, expenses or charges allocated to that Class. (b) . Upon completion of the distribution of the remaining proceeds or assets pursuant to subsection (a)assets, the Trust or affected Series or Class shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties hereunder with respect thereto and the right, title and interest of all parties therein shall be canceled and discharged. . (c) Upon termination of the Trust, following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust's certificate of trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee.

Termination of the Trust. (a) Unless terminated as provided herein, the This Trust shall continue without limitation of timehave perpetual existence. Subject to the affirmative vote of not less than three-quarters of the Shares outstanding and entitled to vote of the Trust or of each Series to be affectedNonetheless, the Trustees may: (i) sell and convey all or substantially all of the assets of all Series or any affected Series or Class to another Series or to any other corporationanother trust, partnership, association, trust corporation or other organizationentity, or to a separate series or class thereof, organized under the laws of any jurisdiction, 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 SeriesSeries or Class, and which may include shares of or interests in such Series, trust, partnership, association, corporation or other entity, or series or class thereof; (ii) merge with or into, consolidate or exchange Shares with any other entity; or (iiiii) at any time sell and convert into money all or substantially all of the assets of all Series or any affected SeriesSeries or Class. ProvidedSubject to the provisions of Article IX, howeverSection 12, if at least three-quarters of the Trustees then in office have approved the transactions in (i) upon paying or (ii) above, then such actions may be approved by the affirmative vote of a majority of the Shares outstanding and entitled to vote of the Trust or the affected Series. Upon making reasonable provision for the payment of all known liabilities of all Series or any affected Series or Class in either (i) or (ii), by such assumption or otherwise, the Trustees Shareholders of each Class of a Series involved in such sale or conversion shall distribute be entitled to receive, as a Class, when and as declared by the remaining proceeds or Trustees, the excess of the assets (as belonging to that Series that are allocated to such Class over the case may be) ratably among liabilities belonging to that Series that are allocated to such Class. The assets so distributable to the Shareholders of all Series or any affected Series; however, the payment to any particular Class of a Series shall be distributed among such Shareholders in proportion to the number of Shares of that Class held by them and recorded on the books of the Trust. (b) Subject to the provisions of Article IX, Section 12, the Trustees may take any of the actions specified in subsection (a) (i) and (ii) above without obtaining the vote of a majority of the Outstanding Shares entitled to vote of the Trust or any Series or Class if a majority of the Trustees determines, in their sole discretion, that the continuation of the Trust or such Series or Class is not in the best interests of the Trust, such Series, such Class or their respective Shareholders. In reaching such determination, the Trustees may consider such factors as the Trustees, in their sole discretion, deem to be reduced by any feesappropriate, expenses which factors may include the inability of the Trust or charges allocated a Series or Class to that maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or the Series or Class or affecting assets of the type in which the Trust or such Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series or Class. (bc) Upon completion of the distribution of the remaining proceeds or assets pursuant to subsection (a), the Trust or any affected Series or Class shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties hereunder with respect thereto and the right, title and interest of all parties therein shall be canceled and discharged. Upon termination of the Trust, following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust's ’s certificate of trust to be filed in accordance with the Delaware Maryland Act, which certificate of cancellation may be signed by any one Trusteea majority of the Trustees or by an officer of the Trust duly authorized by a majority of the Trustees.

Termination of the Trust. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. Subject to the affirmative voting powers of one or more Classes or Series of Shares as set forth in the By-Laws, the Trust may be dissolved at any time (i) by vote or consent of not less than threeShareholders holding at least seventy-quarters five percent (75%) of the Shares outstanding and entitled to vote or (ii) by vote or consent of a majority of the entire Board of Trustees and seventy-five percent (75%) of the Continuing Trustees upon written notice to the Shareholders. Any Series or Class of Shares may be dissolved at any time (x) by vote or consent of Shareholders holding at least seventy-five percent (75%) of the Shares of such Series or Class entitled to vote or (y) by vote or consent of a majority of the entire Board of Trustees and seventy-five percent (75%) of the Continuing Trustees upon written notice to the Shareholders of such Series or Class. For the avoidance of any doubt and notwithstanding anything to the contrary in this Declaration of Trust, Shareholders shall have no separate right to vote with respect to the dissolution of the Trust or a Series or Class of Shares if the Trustees (including the Continuing Trustees) exercise their right to dissolve the Trust or such Series or Class pursuant to clauses (ii) and (y) of this Section 1. Upon dissolution of the Trust or of each Series to be affected, the Trustees may: (i) sell and convey all any one or substantially all of the assets of all more Series or any affected Series to another Series Classes of Shares, after paying or to any other corporationotherwise providing for all charges, associationtaxes, trust or other organization, or a series thereof, for adequate consideration, which may include the assumption of all outstanding obligations, taxes expenses and other liabilities, whether due or accrued or contingentanticipated, of the Trust or any affected Series, and which may include shares of or interests in such Series, entity, or series thereof; (ii) merge with or into, consolidate or exchange Shares with any other entity; or (iii) at any time sell and convert into money all or substantially all of the assets of all particular Series or any affected Series. ProvidedClass, howeveras may be determined by the Trustees, if at least three-quarters of the Trust shall in accordance with such procedures as the Trustees then in office have approved consider appropriate reduce the transactions in (i) or (ii) above, then such actions may be approved by the affirmative vote of a majority of the Shares outstanding and entitled to vote remaining assets of the Trust or of the affected SeriesSeries or Class to distributable form in cash or Shares (if any Series remain) or other property, or any combination thereof, and distribute the proceeds to the Shareholders of the Series or Class(es) involved, ratably according to the number of Shares of such Series or Class held by the Shareholders of such Series or Class on the date of distribution, except to the extent otherwise required or permitted by the preferences and special or relative rights and privileges of any Classes or Series of Shares. Upon making reasonable provision for Thereupon, the payment of all known liabilities of all Series Trust or any affected Series in either (i) or (ii), by such assumption or otherwise, the Trustees shall distribute the remaining proceeds or assets (as the case may be) ratably among the Shareholders of all Series or any affected Series; however, the payment to any particular Class of such Series may be reduced by any fees, expenses or charges allocated to that Class. (b) Upon completion of the distribution of the remaining proceeds or assets pursuant to subsection (a), the Trust or affected Series shall terminate and the Trustees and the Trust shall be discharged of from any and all further liabilities and duties hereunder with respect relating thereto or arising therefrom, and the right, title and interest of all parties therein with respect to the Trust or such Series or Class shall be canceled and discharged. Upon termination of the Trust, following Following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust's certificate ’s Certificate of trust Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee, upon which the Trust shall terminate.

Termination of the Trust. (a) Unless terminated as provided herein, the This Trust shall continue without limitation of timehave ------------------------ perpetual existence. Subject to the affirmative provisions of subsection (b) below, upon the vote of not less than three-quarters a majority of the Shares outstanding Outstanding and entitled to vote of the Trust or of each Series to be affected, the Trustees may: (i) sell and convey all or substantially all of the assets of all Series or any affected Series or Class to another Series or to any other corporationanother trust, partnership, association, trust corporation or other organizationentity, or to a separate series or class thereof, organized under the laws of any jurisdiction, 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 SeriesSeries or Class, and which may include shares of or interests in such Series, trust, partnership, association, corporation or other entity, or series or class thereof; (ii) merge with or into, consolidate or exchange Shares with any other entity; or (iiiii) at any time sell and convert into money all or substantially all of the assets of all Series or any affected SeriesSeries or Class. ProvidedSubject to the provisions of Article IX, howeverSection 12, if at least three-quarters of the Trustees then in office have approved the transactions in (i) upon paying or (ii) above, then such actions may be approved by the affirmative vote of a majority of the Shares outstanding and entitled to vote of the Trust or the affected Series. Upon making reasonable provision for the payment of all known liabilities of all Series or any affected Series or Class in either (i) or (ii), by such assumption or otherwise, the Trustees Shareholders of each Class of a Series involved in such sale or conversion shall distribute be entitled to receive, as a Class, when and as declared by the remaining proceeds or Trustees, the excess of the assets (as belonging to that Series that are allocated to such Class over the case may be) ratably among liabilities belonging to that Series that are allocated to such Class. The assets so distributable to the Shareholders of all Series or any affected Series; however, the payment to any particular Class of a Series shall be distributed among such Shareholders in proportion to the number of Shares of that Class held by them and recorded on the books of the Trust. (b) Subject to the provisions of Article IX, Section 12, the Trustees may take any of the actions specified in subsection (a) (i) and (ii) above without obtaining the vote of a majority of the Shares Outstanding and entitled to vote of the Trust or any Series or Class if a majority of the Trustees determines, in their sole discretion, that the continuation of the Trust or such Series or Class is not in the best interests of the Trust, such Series, such Class or their respective Shareholders. In reaching such determination, the Trustees may consider such factors as the Trustees, in their sole discretion, deem to be reduced by any feesappropriate, expenses which factors may include the inability of the Trust or charges allocated a Series or Class to that maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or the Series or Class or affecting assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series or Class. (bc) Upon completion of the distribution of the remaining proceeds or assets pursuant to subsection (a), the Trust or any affected Series or Class shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties hereunder with respect thereto and the right, title and interest of all parties therein shall be canceled and discharged. Upon termination of the Trust, following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust's certificate of trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee.

Termination of the Trust. (a) Unless terminated as provided hereinNotwithstanding any other provision of this Declaration or the By-Laws other than subsection (e) of this Section 4, unless dissolved earlier in accordance with subsection (b) of this Section 4, the term of the Trust shall continue without limitation expire on the tenth (10th) anniversary of time. Subject the effective date of the Trust’s registration statement on Form N-2 (the “Dissolution Date”) at which time the Trust and any Series or Class thereof shall dissolve; provided, however, that prior to the expiration of Trust in accordance with this subsection (a), the term of the Trust may be extended to the first (1st) anniversary of the Dissolution Date by an affirmative vote of not less than three-quarters of the Trustees then in office if the Trustees believe that such extension is in the best interest of the Trust (the “Limited Term Provision”). (b) The Trust or any Series or Class thereof may be dissolved and terminated by the affirmative vote of not less than three-quarters of the Shares outstanding and entitled Trustees then in office by written notice to vote the Shareholders. (c) In connection with the dissolution of the Trust or of each Series to be affected, the Trustees may: (i) sell and convey all or substantially all of the assets of all any Series or any affected Series to another Series Class thereof under subsection (a) of this Section 4 or to any other corporation, association, trust or other organization, or a series thereof, for adequate consideration, which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent, dissolution of the Trust or any affected Series, and which may include shares of or interests in such Series, entity, or series thereof; (ii) merge with or into, consolidate or exchange Shares with any other entity; or (iii) at any time sell and convert into money all or substantially all of the assets of all Series or any affected Series. ProvidedClass thereof under subsection (b) of this Section 4 or to the extent appropriate in connection with a reorganization as provided in Article IX, howeverSection 6, if at least three-quarters of the Trustees then in office have approved the transactions in (i) or (ii) above, then such actions may be approved by the affirmative vote of a majority of the Shares outstanding and entitled to vote of the Trust or the affected Series. Upon upon making reasonable provision for the payment of all known liabilities of the Trust or, as applicable, all Series or any affected Series in either (i) or (ii)Classes, by such assumption or otherwiseotherwise in accordance with the Delaware Act, the Trustees shall distribute the remaining proceeds or assets (as the case may be) ratably among the Shareholders of the Trust or, as applicable, all Series or any affected SeriesSeries or Classes; however, the payment to any particular Class of such Series may be reduced by any fees, expenses or charges allocated to that Class. (bd) Upon completion of the distribution of the remaining proceeds or assets pursuant to subsection (a)c) of this Section 4, the Trust or affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties hereunder with respect thereto to the Trust or affected Series or Classes and the right, title and interest of all parties therein shall be canceled and discharged. Upon termination of the Trust, following Following completion of winding up of its businessthe business of the Trust as provided herein, the Trustees shall cause a certificate of cancellation of the Trust's certificate of trust ’s Certificate to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee, and the Trust shall thereupon terminate. (e) Notwithstanding any other provision of this Declaration or the By-Laws, the Limited Term Provision may only be amended by the affirmative vote of not less than three-quarters of the Trustees then in office and approval by a “majority of the outstanding voting securities” of the Trust as defined in the 1940 Act.

Termination of the Trust. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. Subject to the affirmative voting powers of one or more Classes or Series of Shares as set forth in the Bylaws, the Trust may be terminated at any time (i) by vote or consent of not less than threeShareholders holding at least seventy-quarters five percent (75%) of the Shares outstanding and entitled to vote or (ii) by vote or consent of majority of the entire Board of Trustees and seventy-five percent (75%) of the Continuing Trustees upon written notice to the Shareholders. Any Series or Class of Shares may be terminated at any time (x) by vote or consent of Shareholders holding at least seventy-five percent (75%) of the Shares of such Series or Class entitled to vote or (y) by vote or consent of majority of the entire Board of Trustees and seventy-five percent (75%) of the Continuing Trustees upon written notice to the Shareholders of such Series or Class. For the avoidance of any doubt and notwithstanding anything to the contrary in this Declaration of Trust, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a Series or Class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such Series or Class pursuant to clauses (ii) and (y) of this Section 1. Upon termination of the Trust or of each Series to be affected, the Trustees may: (i) sell and convey all any one or substantially all of the assets of all more Series or any affected Series to another Series Classes of Shares, after paying or to any other corporationotherwise providing for all charges, associationtaxes, trust or other organization, or a series thereof, for adequate consideration, which may include the assumption of all outstanding obligations, taxes expenses and other liabilities, whether due or accrued or contingentanticipated, of the Trust or any affected Series, and which may include shares of or interests in such Series, entity, or series thereof; (ii) merge with or into, consolidate or exchange Shares with any other entity; or (iii) at any time sell and convert into money all or substantially all of the assets of all particular Series or any affected Series. ProvidedClass, howeveras may be determined by the Trustees, if at least three-quarters of the Trust shall in accordance with such procedures as the Trustees then in office have approved consider appropriate reduce the transactions in (i) or (ii) above, then such actions may be approved by the affirmative vote of a majority of the Shares outstanding and entitled to vote remaining assets of the Trust or of the affected SeriesSeries or Class to distributable form in cash or Shares (if any Series remain) or other property, or any combination thereof, and distribute the proceeds to the Shareholders of the Series or Class(es) involved, ratably according to the number of Shares of such Series or Class held by the Shareholders of such Series or Class on the date of distribution, except to the extent otherwise required or permitted by the preferences and special or relative rights and privileges of any Classes or Series of Shares. Upon making reasonable provision for Thereupon, the payment of all known liabilities of all Series Trust or any affected Series in either (i) or (ii), by such assumption or otherwise, the Trustees shall distribute the remaining proceeds or assets (as the case may be) ratably among the Shareholders of all Series or any affected Series; however, the payment to any particular Class of such Series may be reduced by any fees, expenses or charges allocated to that Class. (b) Upon completion of the distribution of the remaining proceeds or assets pursuant to subsection (a), the Trust or affected Series shall terminate and the Trustees and the Trust shall be discharged of from any and all further liabilities and duties hereunder with respect relating thereto or arising therefrom, and the right, title and interest of all parties therein with respect to the Trust or such Series or Class shall be canceled and discharged. Upon termination of the Trust, following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust's certificate Certificate of trust Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee.

Termination of the Trust. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. Subject to the affirmative voting powers of one or more Classes or Series of Shares as set forth in the By-Laws, the Trust may be dissolved at any time (i) by vote or consent of not less than threeShareholders holding at least seventy-quarters five percent (75%) of the Shares outstanding and entitled to vote or (ii) by vote or consent of majority of the entire Board of Trustees and seventy-five percent (75%) of the Continuing Trustees upon written notice to the Shareholders. Any Series or Class of Shares may be dissolved at any time (x) by vote or consent of Shareholders holding at least seventy-five percent (75%) of the Shares of such Series or Class entitled to vote or (y) by vote or consent of majority of the entire Board of Trustees and seventy-five percent (75%) of the Continuing Trustees upon written notice to the Shareholders of such Series or Class. For the avoidance of any doubt and notwithstanding anything to the contrary in this Declaration of Trust, Shareholders shall have no separate right to vote with respect to the dissolution of the Trust or a Series or Class of Shares if the Trustees (including the Continuing Trustees) exercise their right to dissolve the Trust or such Series or Class pursuant to clauses (ii) and (y) of this Section 1. Upon dissolution of the Trust or of each Series to be affected, the Trustees may: (i) sell and convey all any one or substantially all of the assets of all more Series or any affected Series to another Series Classes of Shares, after paying or to any other corporationotherwise providing for all charges, associationtaxes, trust or other organization, or a series thereof, for adequate consideration, which may include the assumption of all outstanding obligations, taxes expenses and other liabilities, whether due or accrued or contingentanticipated, of the Trust or any affected Series, and which may include shares of or interests in such Series, entity, or series thereof; (ii) merge with or into, consolidate or exchange Shares with any other entity; or (iii) at any time sell and convert into money all or substantially all of the assets of all particular Series or any affected Series. ProvidedClass, howeveras may be determined by the Trustees, if at least three-quarters of the Trust shall in accordance with such procedures as the Trustees then in office have approved consider appropriate reduce the transactions in (i) or (ii) above, then such actions may be approved by the affirmative vote of a majority of the Shares outstanding and entitled to vote remaining assets of the Trust or of the affected SeriesSeries or Class to distributable form in cash or Shares (if any Series remain) or other property, or any combination thereof, and distribute the proceeds to the Shareholders of the Series or Class(es) involved, ratably according to the number of Shares of such Series or Class held by the Shareholders of such Series or Class on the date of distribution, except to the extent otherwise required or permitted by the preferences and special or relative rights and privileges of any Classes or Series of Shares. Upon making reasonable provision for Thereupon, the payment of all known liabilities of all Series Trust or any affected Series in either (i) or (ii), by such assumption or otherwise, the Trustees shall distribute the remaining proceeds or assets (as the case may be) ratably among the Shareholders of all Series or any affected Series; however, the payment to any particular Class of such Series may be reduced by any fees, expenses or charges allocated to that Class. (b) Upon completion of the distribution of the remaining proceeds or assets pursuant to subsection (a), the Trust or affected Series shall terminate and the Trustees and the Trust shall be discharged of from any and all further liabilities and duties hereunder with respect relating thereto or arising therefrom, and the right, title and interest of all parties therein with respect to the Trust or such Series or Class shall be canceled and discharged. Upon termination of the Trust, following Following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust's certificate ’s Certificate of trust Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee, upon which the Trust shall terminate.

Termination of the Trust. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. Subject to the affirmative voting powers of one or more Classes or Series of Shares as set forth in the By-Laws, the Trust may be dissolved at any time (i) by vote or consent of not less than threeShareholders holding at least seventy-quarters five percent (75%) of the Shares outstanding and entitled to vote or (ii) by vote or consent of a majority of the entire Board of Trustees and seventy-five percent (75%) of the Continuing Trustees, upon written notice to the Shareholders. Any Series or Class of Shares may be dissolved at any time (x) by vote or consent of Shareholders holding at least seventy-five percent (75%) of the Shares of such Series or Class entitled to vote or (y) by vote or consent of a majority of the entire Board of Trustees and seventy-five percent (75%) of the Continuing Trustees upon written notice to the Shareholders of such Series or Class. For the avoidance of any doubt and notwithstanding anything to the contrary in this Declaration of Trust, Shareholders shall have no separate right to vote with respect to the dissolution of the Trust or a Series or Class of Shares if the Trustees (including the Continuing Trustees) exercise their right to dissolve the Trust or such Series or Class pursuant to clauses (ii) and (y) of this Section 1. Upon dissolution of the Trust or of each Series to be affected, the Trustees may: (i) sell and convey all any one or substantially all of the assets of all more Series or any affected Series to another Series Classes of Shares, after paying or to any other corporationotherwise providing for all charges, associationtaxes, trust or other organization, or a series thereof, for adequate consideration, which may include the assumption of all outstanding obligations, taxes expenses and other liabilities, whether due or accrued or contingentanticipated, of the Trust or any affected Series, and which may include shares of or interests in such Series, entity, or series thereof; (ii) merge with or into, consolidate or exchange Shares with any other entity; or (iii) at any time sell and convert into money all or substantially all of the assets of all particular Series or any affected Series. ProvidedClass, howeveras may be determined by the Trustees, if at least three-quarters of the Trust shall in accordance with such procedures as the Trustees then in office have approved consider appropriate reduce the transactions in (i) or (ii) above, then such actions may be approved by the affirmative vote of a majority of the Shares outstanding and entitled to vote remaining assets of the Trust or of the affected SeriesSeries or Class to distributable form in cash or Shares (if any Series remain) or other property, or any combination thereof, and distribute the proceeds to the Shareholders of the Series or Class(es) involved, ratably according to the number of Shares of such Series or Class held by the Shareholders of such Series or Class on the date of distribution, except to the extent otherwise required or permitted by the preferences and special or relative rights and privileges of any Classes or Series of Shares. Upon making reasonable provision for Thereupon, the payment of all known liabilities of all Series Trust or any affected Series in either (i) or (ii), by such assumption or otherwise, the Trustees shall distribute the remaining proceeds or assets (as the case may be) ratably among the Shareholders of all Series or any affected Series; however, the payment to any particular Class of such Series may be reduced by any fees, expenses or charges allocated to that Class. (b) Upon completion of the distribution of the remaining proceeds or assets pursuant to subsection (a), the Trust or affected Series shall terminate and the Trustees and the Trust shall be discharged of from any and all further liabilities and duties hereunder with respect relating thereto or arising therefrom, and the right, title and interest of all parties therein with respect to the Trust or such Series or Class shall be canceled and discharged. Upon termination of the Trust, following Following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust's certificate Certificate of trust Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee, upon which the Trust shall terminate.

Termination of the Trust. or Any Series or Class. ------- --------------------------------------------------------- (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. Subject to the affirmative vote of not less than three-quarters of the Shares outstanding and entitled to vote of the The Trust or of each Series to may be affected, the Trustees may: (i) sell and convey all or substantially all of the assets of all Series or any affected Series to another Series or to any other corporation, association, trust or other organization, or a series thereof, 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 of or interests in such Series, entity, or series thereof; (ii) merge with or into, consolidate or exchange Shares with any other entity; or (iii) terminated at any time sell and convert into money all or substantially all of the assets of all Series or any affected Series. Provided, however, if at least three-quarters of the Trustees then in office have approved the transactions in (i) or (ii) above, then such actions may be approved by the affirmative vote of a majority of the Shares outstanding and of each Series entitled to vote, voting separately by Series, or by the Trustees by written notice to the Shareholders. Any Series of Shares or Class thereof may be terminated at any time by vote of a majority of the Shares of such Series or Class entitled to vote of the Trust or the affected Series. Upon making reasonable provision for the payment of all known liabilities of all Series or any affected Series in either (i) or (ii), by such assumption or otherwise, the Trustees shall distribute the remaining proceeds or assets (as the case may be) ratably among by written notice to the Shareholders of all such Series or any affected Series; however, the payment to any particular Class of such Series may be reduced by any fees, expenses or charges allocated to that Class. (b) Upon completion the requisite Shareholder vote or action by the Trustees to terminate the Trust or any one or more Series of Shares or any Class thereof, after paying or otherwise providing for all charges, taxes, expenses, and liabilities, whether due or accrued or anticipated, of the distribution Trust or of the particular Series or any Class thereof as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees may consider appropriate reduce the remaining assets of the Trust or of the affected Series or Class to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Series or assets pursuant Classes involved, ratably according to subsection (a)the number of Shares of such Series or Class held by the Shareholders of such Series or Class on the date of distribution. Thereupon, the Trust or any affected Series or Class shall terminate and the Trustees and the Trust shall be discharged of from any and all further liabilities and duties hereunder with respect relating thereto or arising therefrom, and the right, title title, and interest of all parties therein with respect to the Trust or such Series or Class shall be canceled and discharged. . (c) Upon termination of the Trust, following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust's certificate Certificate of trust Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee.

Termination of the Trust. (a) Unless terminated as provided herein, the This Trust shall continue without limitation of timehave perpetual existence. Subject to the affirmative vote of not less than three-quarters of the Shares outstanding and entitled to vote a Majority Shareholder Vote of the Trust or of each Series to be affected, the Trustees may: (i) sell : Sell and convey all or substantially all of the assets of all Series the Trust or any affected Series to another Series or to any other corporation, association, trust or other organizationanother entity which is a closed-end management investment company as defined in the Investment Company Act, or is a series thereof, 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 of or interests in such Series, entity, or series thereof; (ii) merge with ; or into, consolidate or exchange Shares with any other entity; or (iii) at At any time sell and convert into money all or substantially all of the assets of all Series or any affected Series. Provided, however, if at least three-quarters of the Trustees then in office have approved the transactions in (i) or (ii) above, then such actions may be approved by the affirmative vote of a majority of the Shares outstanding and entitled to vote of the Trust or the any affected Series. Upon making reasonable provision for the payment of all known liabilities of all Series the Trust or any affected Series in either (i) or (ii), by such assumption or otherwise, the Trustees shall distribute the remaining proceeds or assets (as the case may be) ratably among the Shareholders of all Series the Trust or any affected Series; however, the payment to any particular Class Series of such Series may be reduced by any fees, expenses or charges allocated to that ClassSeries, as may be expressly permitted hereunder. (b) The Trustees may take any of the actions specified in Section 9.4(a) above without obtaining a Majority Shareholder Vote of the Trust or any Series if a majority of the Trustees determines that the continuation of the Trust or Series is not in the best interests of the Trust, such Series, or their respective Shareholders as a result of factors or events adversely affecting the ability of the Trust or such Series to conduct its business and operations in an economically viable manner. Such factors and events may include the inability of the Trust or a Series to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or the Series or affecting assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series. (c) Upon completion of the distribution of the remaining proceeds or assets pursuant to subsection (aSection 9.4(a), the Trust or affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties hereunder with respect thereto and the right, title and interest of all parties therein shall be canceled and discharged. Upon termination of the Trust, following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust's certificate Certificate of trust Trust to be filed in accordance with the Delaware ActNRS, which certificate of cancellation may be signed by any one Trustee.

Termination of the Trust. (a) Unless terminated as provided hereinNotwithstanding any other provision of this Declaration or the By-Laws other than subsection (e) of this Section 3, unless dissolved earlier in accordance with subsection (b) of this Section 3, the term of the Trust shall continue without limitation expire on the tenth (10th) anniversary of time. Subject the effective date of the Trust’s registration statement on Form N-2 (the “Dissolution Date”) at which time the Trust and any Series or Class thereof shall dissolve; provided, however, that prior to the expiration of Trust in accordance with this subsection (a), the term of the Trust may be extended to the first (1st) anniversary of the Dissolution Date by an affirmative vote of not less than three-quarters of the Trustees then in office if the Trustees believe that such extension is in the best interest of the Trust (the “Limited Term Provision”). (b) The Trust or any Series or Class thereof may be dissolved by the affirmative vote of not less than three-quarters of the Shares outstanding and entitled to vote Trustees then in office. (c) In connection with the dissolution of the Trust or of each Series to be affected, the Trustees may: (i) sell and convey all or substantially all of the assets of all any Series or any affected Series to another Series Class thereof under subsection (a) of this Section 3 or to any other corporation, association, trust or other organization, or a series thereof, for adequate consideration, which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent, dissolution of the Trust or any affected Series, and which may include shares of or interests in such Series, entity, or series thereof; (ii) merge with or into, consolidate or exchange Shares with any other entity; or (iii) at any time sell and convert into money all or substantially all of the assets of all Series or any affected Series. ProvidedClass thereof under subsection (b) of this Section 3 or to the extent appropriate in connection with a reorganization as provided in Article IX, howeverSection 5, if at least three-quarters of the Trustees then in office have approved the transactions in (i) or (ii) above, then such actions may be approved by the affirmative vote of a majority of the Shares outstanding and entitled to vote of the Trust or the affected Series. Upon upon making reasonable provision for the payment of all known liabilities of the Trust or, as applicable, all Series or any affected Series in either (i) or (ii)Classes, by such assumption or otherwiseotherwise in accordance with the Delaware Act, the Trustees shall distribute the remaining proceeds or assets (as the case may be) ratably among the Shareholders of the Trust or, as applicable, all Series or any affected SeriesSeries or Classes; however, the payment to any particular Class of such Series may be reduced by any fees, expenses or charges allocated to that Class. (bd) Upon completion of the distribution of the remaining proceeds or assets pursuant to subsection (a)c) of this Section 3, the Trust or affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties hereunder with respect thereto to the Trust or affected Series or Classes and the right, title and interest of all parties therein shall be canceled and discharged. Upon termination of the Trust, following Following completion of winding up of its businessthe business of the Trust as provided herein, the Trustees shall cause a certificate of cancellation of the Trust's certificate of trust ’s Certificate to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee, and the Trust shall thereupon terminate. (e) Notwithstanding any other provision of this Declaration or the By-Laws, the Limited Term Provision may only be amended by the affirmative vote of not less than three-quarters of the Trustees then in office and approval by a “majority of the outstanding voting securities” of the Trust as defined in the 1940 Act.

Termination of the Trust. (a) Unless terminated as provided herein, the Trust shall continue without limitation of time. Subject to the affirmative voting powers of one or more Classes or Series of Shares as set forth in the By-Laws, the Trust may be terminated at any time (i) by vote or consent of not less than threeShareholders holding at least seventy-quarters five percent (75%) of the Shares outstanding and entitled to vote or (ii) by vote or consent of majority of the entire Board of Trustees and seventy-five percent (75%) of the Continuing Trustees upon written notice to the Shareholders. Any Series or Class of Shares may be terminated at any time (x) by vote or consent of Shareholders holding at least seventy-five percent (75%) of the Shares of such Series or Class entitled to vote or (y) by vote or consent of majority of the entire Board of Trustees and seventy-five percent (75%) of the Continuing Trustees upon written notice to the Shareholders of such Series or Class. For the avoidance of any doubt and notwithstanding anything to the contrary in this Declaration of Trust, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a Series or Class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such Series or Class pursuant to clauses (ii) and (y) of this Section 1. Upon termination of the Trust or of each Series to be affected, the Trustees may: (i) sell and convey all any one or substantially all of the assets of all more Series or any affected Series to another Series Classes of Shares, after paying or to any other corporationotherwise providing for all charges, associationtaxes, trust or other organization, or a series thereof, for adequate consideration, which may include the assumption of all outstanding obligations, taxes expenses and other liabilities, whether due or accrued or contingentanticipated, of the Trust or any affected Series, and which may include shares of or interests in such Series, entity, or series thereof; (ii) merge with or into, consolidate or exchange Shares with any other entity; or (iii) at any time sell and convert into money all or substantially all of the assets of all particular Series or any affected Series. ProvidedClass, howeveras may be determined by the Trustees, if at least three-quarters of the Trust shall in accordance with such procedures as the Trustees then in office have approved consider appropriate reduce the transactions in (i) or (ii) above, then such actions may be approved by the affirmative vote of a majority of the Shares outstanding and entitled to vote remaining assets of the Trust or of the affected SeriesSeries or Class to distributable form in cash or Shares (if any Series remain) or other property, or any combination thereof, and distribute the proceeds to the Shareholders of the Series or Class(es) involved, ratably according to the number of Shares of such Series or Class held by the Shareholders of such Series or Class on the date of distribution, except to the extent otherwise required or permitted by the preferences and special or relative rights and privileges of any Classes or Series of Shares. Upon making reasonable provision for Thereupon, the payment of all known liabilities of all Series Trust or any affected Series in either (i) or (ii), by such assumption or otherwise, the Trustees shall distribute the remaining proceeds or assets (as the case may be) ratably among the Shareholders of all Series or any affected Series; however, the payment to any particular Class of such Series may be reduced by any fees, expenses or charges allocated to that Class. (b) Upon completion of the distribution of the remaining proceeds or assets pursuant to subsection (a), the Trust or affected Series shall terminate and the Trustees and the Trust shall be discharged of from any and all further liabilities and duties hereunder with respect relating thereto or arising therefrom, and the right, title and interest of all parties therein with respect to the Trust or such Series or Class shall be canceled and discharged. Upon termination of the Trust, following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust's certificate ’s Certificate of trust Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee.

Termination of the Trust. (a) Unless terminated as provided herein, the This Trust shall continue without limitation of timehave perpetual existence. Subject to the affirmative vote of not less than three-quarters of the Shares outstanding and entitled to vote of the Trust or of each Series to be affected, the Trustees may: (i) sell and convey all or substantially all of the assets of all Series or any affected Series to another Series or to any other corporation, association, trust or other organization, or a series thereof, 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 of or interests in such Series, entity, or series thereof; (ii) merge with or into, consolidate or exchange Shares with any other entity; or (iiiii) at any time sell and convert into money all or substantially all of the assets of all Series or any affected Series. ProvidedPROVIDED, howeverHOWEVER, if at least three-quarters of the Trustees then in office have approved the transactions in (i) or (ii) above, then such actions may be approved by the affirmative vote of a majority of the Shares outstanding and entitled to vote of the Trust or the affected Series. Upon making reasonable provision for the payment of all known liabilities of all Series or any affected Series in either (i) or (ii), by such assumption or otherwise, the Trustees shall distribute the remaining proceeds or assets (as the case may be) ratably among the Shareholders of all Series or any affected Series; however, the payment to any particular Class of such Series may be reduced by any fees, expenses or charges allocated to that Class. (b) Upon completion of the distribution of the remaining proceeds or assets pursuant to subsection (a), the Trust or affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties hereunder with respect thereto and the right, title and interest of all parties therein shall be canceled and discharged. Upon termination of the Trust, following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust's certificate of trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee.

Termination of the Trust. (a) Unless terminated as provided herein, the This Trust shall continue without limitation of timehave perpetual existence. Subject to the affirmative vote of not less than three-quarters of the Shares outstanding and entitled to vote of the Trust or of each Series to be affected, the Trustees may: (i) sell and convey all or substantially all of the assets of all Series or any affected Series to another Series or to any other corporation, association, trust or other organization, or a series thereof, 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 of or interests in such Series, entity, or series thereof; (ii) merge with or into, consolidate or exchange Shares with any other entity; or (iii) at any time sell and convert into money all or substantially all of the assets of all Series or any affected Series. ProvidedPROVIDED, howeverHOWEVER, if at least three-quarters of the Trustees then in office have approved the transactions in (i) or (ii) above, then such actions may be approved by the affirmative vote of a majority of the Shares outstanding and entitled to vote of the Trust or the affected Series. Upon making reasonable provision for the payment of all known liabilities of all Series or any affected Series in either (i) or (ii), by such assumption or otherwise, the Trustees shall distribute the remaining proceeds or assets (as the case may be) ratably among the Shareholders of all Series or any affected Series; however, the payment to any particular Class of such Series may be reduced by any fees, expenses or charges allocated to that Class. (b) Upon completion of the distribution of the remaining proceeds or assets pursuant to subsection (a), the Trust or affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties hereunder with respect thereto and the right, title and interest of all parties therein shall be canceled and discharged. Upon termination of the Trust, following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust's certificate of trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee.

Termination of the Trust. (a) Unless terminated as provided herein, the This Trust shall continue without limitation of timehave perpetual existence. Subject to the affirmative provisions of subsection (b) below, upon the vote of not less than three-quarters a majority of the Shares outstanding Outstanding and entitled to vote of the Trust or of each Series to be affected, the Trustees may: (i) sell and convey all or substantially all of the assets of all Series or any affected Series or Class to another Series or to any other corporationanother trust, partnership, association, trust corporation or other organizationentity, or to a separate series or class thereof, organized under the laws of any jurisdiction, 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 SeriesSeries or Class, and which may include shares of or interests in such Series, trust, partnership, association, corporation or other entity, or series or class thereof; (ii) merge with or into, consolidate or exchange Shares with any other entity; or (iiiii) at any time sell and convert into money all or substantially all of the assets of all Series or any affected SeriesSeries or Class. ProvidedSubject to the provisions of Article IX, howeverSection 12, if at least three-quarters of the Trustees then in office have approved the transactions in (i) upon paying or (ii) above, then such actions may be approved by the affirmative vote of a majority of the Shares outstanding and entitled to vote of the Trust or the affected Series. Upon making reasonable provision for the payment of all known liabilities of all Series or any affected Series or Class in either (i) or (ii), by such assumption or otherwise, the Trustees Shareholders of each Class of a Series involved in such sale or conversion shall distribute be entitled to receive, as a Class, when and as declared by the remaining proceeds or Trustees, the excess of the assets (as belonging to that Series that are allocated to such Class over the case may be) ratably among liabilities belonging to that Series that are allocated to such Class. The assets so distributable to the Shareholders of all Series or any affected Series; however, the payment to any particular Class of a Series shall be distributed among such Shareholders in proportion to the number of Shares of that Class held by them and recorded on the books of the Trust. (b) Subject to the provisions of Article IX, Section 12, the Trustees may take any of the actions specified in subsection (a) (i) and (ii) above without obtaining the vote of a majority of the Shares Outstanding and entitled to vote of the Trust or any Series or Class if a majority of the Trustees determines, in their sole discretion, that the continuation of the Trust or such Series or Class is not in the best interests of the Trust, such Series, such Class or their respective Shareholders. In reaching such determination, the Trustees may consider such factors as the Trustees, in their sole discretion, deem to be reduced by any feesappropriate, expenses which factors may include the inability of the Trust or charges allocated a Series or Class to that maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or the Series or Class or affecting assets of the type in which the Trust or such Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series or Class. (bc) Upon completion of the distribution of the remaining proceeds or assets pursuant to subsection (a), the Trust or any affected Series or Class shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties hereunder with respect thereto and the right, title and interest of all parties therein shall be canceled and discharged. Upon termination of the Trust, following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust's certificate of trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee.