No Duty of Investigation; No Notice in Trust Instruments, etc. No purchaser, lender, transfer agent or other person dealing with the Trustees or with any officer, employee or agent of the Trust shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees or by said officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of the Trustees or of said officer, employee or agent. Every obligation, contract, undertaking, instrument, certificate, Share, other security of the Trust, and every other act or thing whatsoever executed in connection with the Trust shall be conclusively taken to have been executed or done by the executors thereof only in their capacity as Trustees under this Declaration or in their capacity as officers, employees or agents of the Trust. The Trustees may maintain insurance for the protection of the Trust Property, the Shareholders, Trustees, officers, employees and agents in such amount as the Trustees shall deem adequate to cover possible tort liability, and such other insurance as the Trustees in their sole judgment shall deem advisable or is required by the 1940 Act.
No Duty of Investigation; No Notice in Trust Instruments, etc. No purchaser, lender, transfer agent or other person dealing with the Trustees or with any officer, employee or agent of the Trust shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Board of Trustees or by said officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of the Board of Trustees or of said officer, employee or agent. Every obligation, contract, undertaking, instrument, certificate, Share, other security of the Trust, and every other act or thing whatsoever executed in connection with the Trust shall be conclusively taken to have been executed or done by the executors thereof only in their capacity as Trustees under this Declaration or in their capacity as officers, employees or agents of the Trust.
No Duty of Investigation; No Notice in Trust Instruments, etc. 9 Section 5.5 Reliance on Experts, etc. 9 ARTICLE VI Shares of Beneficial Interest 9 Section 6.1 Beneficial Interest 9 Section 6.2 Other Securities 9 Section 6.3 Rights of Shareholders 10 Section 6.4 Trust Only 10 Section 6.5 Issuance of Shares 10 Section 6.6 Register of Shares 10 Section 6.7 Transfer Agent and Xxxxxxxxx 00 Section 6.8 Transfer of Shares 10 Section 6.9 Notices 11 Section 6.10 Derivative Actions 11 ARTICLE VII Custodians 11 Section 7.1 Appointment and Duties 11 Section 7.2 Central Certificate System 12 ARTICLE VIII Redemption 12 Section 8.1 Redemptions 12 Section 8.2 Disclosure of Holding 12 Section 8.3 Redemption by Trust 12 ARTICLE IX Net Asset Value and Distributions 12 Section 9.1 Net Asset Value 12 Section 9.2 Distributions to Shareholders 12 Section 9.3 Power to Modify Foregoing Procedures 13 ARTICLE X Shareholders 13 Section 10.1 Meetings of Shareholders 13 Section 10.2 Voting 13 Section 10.3 Notice of Meeting and Record Date 14 Section 10.4 Quorum and Required Vote 14 Section 10.5 Proxies, etc. 14 Section 10.6 Reports 15 Section 10.7 Inspection of Records 15 Section 10.8 Delivery by Electronic Transmission or Otherwise 15 Section 10.9 Shareholder Action by Written Consent 15 ARTICLE XI Wind Down; Amendment; Extraordinary Transactions, Etc. 15 Section 11.1 Wind Down 15 Section 11.2 Amendment Procedure 15 Section 11.3 [Intentionally omitted] 16 Section 11.4 Subsidiaries 16 Section 11.5 Merger, Consolidation, Incorporation 16 ARTICLE XII The Delaware Trustee 16 Section 12.1 Purpose of Appointment 17 Section 12.2 Duties 17 Section 12.3 Removal 17 Section 12.4 Merger 17 Section 12.5 Liability 17 Section 12.6 Successors 18 Section 12.7 Compensation and Reimbursement of Expenses 18 ARTICLE XIII Miscellaneous 19 Section 13.1 Filing 19 Section 13.2 Governing Law 19 Section 13.3 Exclusive Delaware Jurisdiction 19 Section 13.4 Counterparts 20 Section 13.5 Reliance by Third Parties 20 Section 13.6 Provisions in Conflict with Law or Regulation 20 INVESTCORP US INSTITUTIONAL PRIVATE CREDIT FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
