The
undersigned Trustees of Delaware Group Global & International Funds, a
Delaware statutory trust (the “Trust”), constituting a majority of the Board of
Trustees of the Trust, do hereby certify that pursuant to the authority granted
to the Trustees in Article VIII, Section 5 of the Agreement and Declaration of
Trust of the Trust made as of December 17, 1998, as amended November 15, 2006
(the “Declaration of Trust”), the Declaration of Trust is hereby amended as
follows:
FIRST. ARTICLE
IV, Section 3 of the Declaration of Trust is hereby amended by adding the
following at the end thereof:
The Trustees shall be subject to the
same fiduciary duties to which the directors of a Delaware corporation would be
subject if the Trust were a Delaware corporation, the Shareholders were
shareholders of such Delaware corporation and the Trustees were directors of
such Delaware corporation, and such modified duties shall replace any fiduciary
duties to which the Trustees would otherwise be subject. Without
limiting the generality of the foregoing, all actions and omissions of the
Trustees shall be evaluated under the doctrine commonly referred to as the
“business judgment rule,” as defined and developed under Delaware law, to the
same extent that the same actions or omissions of directors of a Delaware
corporation in a substantially similar circumstance would be evaluated under
such doctrine. Notwithstanding the foregoing, the provisions of this
Declaration of Trust and the By-Laws, to the extent that they restrict or
eliminate the duties (including fiduciary duties) and liabilities relating
thereto of a Trustee otherwise applicable under the foregoing standard or
otherwise existing at law or in equity, are agreed by each Shareholder and the
Trust to replace such other duties and liabilities of such Trustee.
SECOND. ARTICLE
VIII, Section 7 of the Declaration of Trust is hereby amended by deleting such
provision in its entirety and replacing it with the following:
Section
7. Applicable
Law. This Declaration of Trust is created under and is to be
governed by and construed and administered according to the laws of the State of
Delaware and the applicable provisions of the 1940 Act and the Code; provided,
that, all matters relating to or in connection with the conduct of Shareholders’
and Trustees’ meetings (excluding, however, the Shareholders’ right to vote),
including, without limitation, matters relating to or in connection with record
dates, notices to Shareholders or Trustees, nominations and elections of
Trustees, voting by, and the validity of, Shareholder proxies, quorum
requirements, meeting adjournments, meeting postponements and inspectors, which
are not specifically addressed in this Declaration of Trust, in the By-Laws or
in the DSTA (other than DSTA Section 3809), or as to which an ambiguity exists,
shall be governed by the Delaware General Corporation Law, and
judicial
--
interpretations
thereunder, as if the Trust were a Delaware corporation, the Shareholders were
shareholders of such Delaware corporation and the Trustees were directors of
such Delaware corporation; provided, further, however, that there shall not be
applicable to the Trust, the Trustees, the Shareholders or any other Person or
to this Declaration of Trust or the By-Laws (a) the provisions of Sections 3533,
3540 and 3583(a) of Title 12 of the Delaware Code or (b) any provisions of the
laws (statutory or common) of the State of Delaware (other than the DSTA)
pertaining to trusts which relate to or regulate (i) the filing with any court
or governmental body or agency of trustee accounts or schedules of trustee fees
and charges, (ii) affirmative requirements to post bonds for trustees, officers,
agents or employees of a trust, (iii) the necessity for obtaining court or other
governmental approval concerning the acquisition, holding or disposition of real
or personal property, (iv) fees or other sums payable to trustees, officers,
agents or employees of a trust, (v) the allocation of receipts and expenditures
to income or principal, (vi) restrictions or limitations on the permissible
nature, amount or concentration of trust investments or requirements relating to
the titling, storage or other manner of holding of trust assets, or (vii) the
establishment of fiduciary or other standards or responsibilities or limitations
on the indemnification, acts or powers of trustees or other Persons, which are
inconsistent with the limitations of liabilities or authorities and powers of
the Trustees or officers of the Trust set forth or referenced in this
Declaration of Trust or the By-Laws. The Trust shall be a Delaware
statutory trust pursuant to the DSTA, and without limiting the provisions
hereof, the Trust may exercise all powers that are ordinarily exercised by such
a statutory trust.
THIRD. This
Certificate of Amendment may be signed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the
undersigned Trustees have duly executed this Certificate of Amendment as of the
26th day
of February, 2009.
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