Common use of Amendments to the Trust Agreement Clause in Contracts

Amendments to the Trust Agreement. (a) Except as otherwise provided in this Article XI, amendments to this Trust Agreement require a Majority Vote of Shareholders. Notwithstanding the foregoing, where any action taken or authorized pursuant to any provision of this Trust Agreement requires the approval or affirmative vote of Shareholders, an amendment to such provision(s) shall be effective only upon the written approval or affirmative vote of the minimum number of Shareholders that would be required to take or authorize such action, or as may otherwise be required by applicable law. (b) Notwithstanding any provision to the contrary contained in Section 11.1(a), the Manager may, without the approval of the Shareholders, make such amendments to this Trust Agreement that (i) are necessary to add to the representations, duties or obligations of the Manager or surrender any right or power granted to the Manager herein, for the benefit of the Shareholders, (ii) are necessary to cure any ambiguity, to correct or supplement any provision herein that may be inconsistent with any other provision herein or in the Prospectus, or to make any other provisions with respect to matters or questions arising under this Trust Agreement or the Prospectus that will not be inconsistent with the provisions of the Trust Agreement or the Prospectus, (iii) permit the continued listing of the Shares on the Exchange, or (iv) the Manager deems advisable, provided, however, that no amendment shall be adopted pursuant to this clause (iv) unless the adoption thereof (A) is not materially adverse to the interests of the Shareholders; (B) is consistent with Section 4.2 and Section 4.4; (C) except as otherwise provided in Section 11.1(c) below, does not affect the allocation of Profits and Losses among the Shareholders (excluding the Manager) or between the Shareholders and the Manager; and (D) does not adversely affect the limitations on liability of the Shareholders, as described in Article VIII, or the status of the Trust as a partnership for U.S. federal income tax purposes. (c) Notwithstanding any provision to the contrary contained in Sections 11.1(a) and (b) hereof, the Manager may, without the approval of the Shareholders, amend the provisions of Article VII of this Trust Agreement relating to the allocations of Profits, Losses, and distributions among the Shareholders if the Trust is advised at any time by the Trust’s accountants or legal counsel that the allocations provided in Article VII of this Trust Agreement are unlikely to be respected for U.S. federal income tax purposes, either because of the promulgation of new or revised Treasury Regulations under Section 704 of the Code or other developments in the law. The Manager is empowered to amend such provisions to the minimum extent necessary in accordance with the advice of its accountants and counsel to effect the allocations and distributions provided in this Trust Agreement. New allocations made by the Manager in reliance upon the advice of the accountants or counsel described above shall be deemed to be made pursuant to the obligation of the Manager to the Trust and the Shareholders, and no such new allocation shall give rise to any claim or cause of action by any Shareholder. (d) Upon amendment of this Trust Agreement, the Certificate of Trust shall also be amended, if required by the Delaware Trust Statute, to reflect such change. (e) No amendment shall be made to this Trust Agreement without the Resident Delaware Trustee’s consent if it reasonably believes that such amendment adversely affects any of the Resident Delaware Trustee’s rights, duties or liabilities. At the expense of the Trust Estate, the Resident Delaware Trustee shall execute and file any amendment to the Certificate of Trust if so directed by the Manager or if such amendment is required in the Resident Delaware Trustee’s opinion. (f) The Resident Delaware Trustee shall be under no obligation to execute any amendment to this Trust Agreement or to any agreement to which the Trust is a party until it has received an instruction letter from the Manager, in form and substance reasonably satisfactory to the Resident Delaware Trustee, (i) directing the Resident Delaware Trustee to execute such amendment, (ii) representing and warranting to the Resident Delaware Trustee that such execution is authorized and permitted by the terms of this Trust Agreement and (if applicable) such other agreement to which the Trust is a party and does not conflict with or violate any other agreement to which the Trust is a party and (iii) confirming that such execution and acts related thereto are covered by the indemnity provisions of this Trust Agreement in favor of the Resident Delaware Trustee. (g) This Trust Agreement may be amended, waived or otherwise modified only by a written instrument adopted in accordance with this Section 11.1.

Amendments to the Trust Agreement. (a) Except as otherwise provided in this Article XI, amendments Amendments to this Trust Agreement require may be proposed by the Managing Owner or by Limited Owners holding Interests equal to at least 10% of the Net Asset Value of each Series of the Trust, unless the proposed amendment affects only certain Series, in which case such amendment may be proposed by Limited Owners holding Interests equal to at least ten percent (10%) of Net Asset Value of a Majority Vote Series of Shareholderseach affected Series. Following such proposal, the Managing Owner shall submit to the Limited Owners of each affected Series a verbatim statement of any proposed amendment, and statements concerning the legality of such amendment and the effect of such amendment on the limited liability of the Limited Owners. The Managing Owner shall include in any such submission its recommendations as to the proposed amendment. The amendment shall become effective only upon the written approval or affirmative vote of Limited Owners holding Interests equal to at least a majority (over 50%) of the Net Asset Value of a Series (excluding Interests held by the Managing Owner and its Affiliates) of the Trust or, if the proposed amendment affects only certain Series, of each affected Series, or such higher percentage as may be required by applicable law, and upon receipt of an opinion of independent legal counsel as set forth in Section 8.2 hereof and to the effect that the amendment is legal, valid and binding and will not adversely affect the limitations on liability of the Limited Owners as described in Section 8.3 of this Trust Agreement. Notwithstanding the foregoing, where any action taken or authorized pursuant to any provision of this Trust Agreement requires the approval or affirmative vote of ShareholdersLimited Owners holding a greater interest in Limited Interests than is required to amend this Trust Agreement under this Section 11.1, and/or the approval or affirmative vote of the Managing Owners, an amendment to such provision(s) shall be effective only upon the written approval or affirmative vote of the minimum number of Shareholders that Interestholders which would be required to take or authorize such action, or as may otherwise be required by applicable law, and upon receipt of an opinion of independent legal counsel as set forth above in this Section 11.1. In addition, except as otherwise provided below, reduction of the capital account of any assignee or modification of the percentage of Profits, Losses or distributions to which an assignee is entitled hereunder shall not be affected by amendment to this Trust Agreement without such assignee’s approval. (b) Notwithstanding any provision to the contrary contained in Section 11.1(a)) hereof, the Manager Managing Owner may, without the approval of the ShareholdersLimited Owners, make such amendments to this Trust Agreement that which (i) are necessary to add to the representations, duties or obligations of the Manager Managing Owner or surrender any right or power granted to the Manager Managing Owner herein, for the benefit of the ShareholdersLimited Owners, (ii) are necessary to cure any ambiguity, to correct or supplement any provision herein that which may be inconsistent with any other provision herein or in the Prospectus, or to make any other provisions with respect to matters or questions arising under this Trust Agreement or the Prospectus that which will not be inconsistent with the provisions of the Trust Agreement or the Prospectus, or (iii) permit the continued listing of the Shares on the Exchange, or (iv) the Manager Managing Owner deems advisable, provided, however, that no amendment shall be adopted pursuant to this clause (iviii) unless the adoption thereof (A) is not materially adverse to the interests of the ShareholdersLimited Owners; (B) is consistent with Section 4.2 and Section 4.44.1 hereof; (C) except as otherwise provided in Section 11.1(c) below, does not affect the allocation of Profits and Losses among the Shareholders (excluding the Manager) Limited Owners or between the Shareholders Limited Owners and the ManagerManaging Owner; and (D) does not adversely affect the limitations on liability of the ShareholdersLimited Owners, as described in Article VIII, VIII hereof or the status of the Trust each Series as a partnership for U.S. federal income tax purposes. (c) Notwithstanding any provision to the contrary contained in Sections 11.1(a) and (b) hereof, the Manager Managing Owner may, without the approval of the ShareholdersLimited Owners, amend the provisions of Article VII VI of this Trust Agreement relating to the allocations of Profits, Losses, Disposition Gain, Disposition Loss and distributions among the Shareholders Interestholders if the Trust is advised at any time by the Trust’s accountants or legal counsel that the allocations provided in Article VII VI of this Trust Agreement are unlikely to be respected for U.S. federal income tax purposes, either because of the promulgation of new or revised Treasury Regulations under Section 704 of the Code or other developments in the law. The Manager Managing Owner is empowered to amend such provisions to the minimum extent necessary in accordance with the advice of its the accountants and counsel to effect the allocations and distributions provided in this Trust Agreement. New allocations made by the Manager Managing Owner in reliance upon the advice of the accountants or counsel described above shall be deemed to be made pursuant to the obligation of the Manager Managing Owner to the Trust and the ShareholdersLimited Owners, and no such new allocation shall give rise to any claim or cause of action by any ShareholderLimited Owner. (d) Upon amendment of this Trust Agreement, the Certificate of Trust shall also be amended, if required by the Delaware Business Trust Statute, to reflect such change. (e) No amendment shall be made to this Trust Agreement without the Resident Delaware Trustee’s consent of the Trustee if it reasonably believes that such amendment adversely affects any of the Resident Delaware Trustee’s rights, duties or liabilities. At the expense liabilities of the Trust EstateTrustee; provided, however, that the Resident Delaware Trustee may not withhold its consent for any action which the Limited Owners are permitted to take under Section 8.2(d) above. The Trustee shall execute and file any amendment to the Certificate of Trust if so directed by the Manager Managing Owner or if such amendment is required in the Resident Delaware opinion of the Trustee’s opinion. (f) The Resident Delaware Trustee shall be under no obligation to execute any amendment to this Trust Agreement or to any agreement to which the Trust is a party until it has received an instruction letter from the Manager, in form and substance reasonably satisfactory to the Resident Delaware Trustee, (i) directing the Resident Delaware Trustee to execute such amendment, (ii) representing and warranting to the Resident Delaware Trustee that such execution is authorized and permitted by the terms No provision of this Trust Agreement and (if applicable) such other agreement to which the Trust is a party and does not conflict with or violate any other agreement to which the Trust is a party and (iii) confirming that such execution and acts related thereto are covered by the indemnity provisions of this Trust Agreement in favor of the Resident Delaware Trustee. (g) This Trust Agreement may be amended, waived or otherwise modified orally but only by a written instrument adopted in accordance with this Section 11.1Section.

Amendments to the Trust Agreement. (a) Except as otherwise provided in this Article XI, amendments Amendments to this Trust Agreement require may be proposed by the Managing Owner or by Limited Owners holding Interests equal to at least ten percent (10%) of the Net Asset Value of each Series of the Trust, unless the proposed amendment affects only certain Series, in which case such amendment may be proposed by Limited Owners holding Interests equal to at least ten percent (10%) of Net Asset Value of a Majority Vote Series of Shareholderseach affected Series. Following such proposal, the Managing Owner shall submit to the Limited Owners of each affected Series a verbatim statement of any proposed amendment, and statements concerning the legality of such amendment and the effect of such amendment on the limited liability of the Limited Owners. The Managing Owner shall include in any such submission its recommendations as to the proposed amendment. The amendment shall become effective only upon the written approval or affirmative vote of Limited Owners holding Interests equal to at least a majority (over 50%) of the Net Asset Value of a Series (excluding Interests held by the Managing Owner and its Affiliates) of the Trust or, if the proposed amendment affects only certain Series, of each affected Series, or such higher percentage as may be required by applicable law, and upon receipt of an opinion of independent legal counsel as set forth in Section 8.2 hereof and to the effect that the amendment is legal, valid and binding and will not adversely affect the limitations on liability of the Limited Owners as described in Section 8.3 of this Trust Agreement. Notwithstanding the foregoing, where any action taken or authorized pursuant to any provision of this Trust Agreement requires the approval or affirmative vote of ShareholdersLimited Owners holding a greater interest in Limited Interests than is required to amend this Trust Agreement under this Section 11.1, and/or the approval or affirmative vote of the Managing Owners, an amendment to such provision(s) shall be effective only upon the written approval or affirmative vote of the minimum number of Shareholders that Interestholders which would be required to take or authorize such action, or as may otherwise be required by applicable law, and upon receipt of an opinion of independent legal counsel as set forth above in this Section 11.1. In addition, except as otherwise provided below, reduction of the capital account of any assignee or modification of the percentage of Profits, Losses or distributions to which an assignee is entitled hereunder shall not be affected by amendment to this Trust Agreement without such assignee’s approval. (b) Notwithstanding any provision to the contrary contained in Section 11.1(a)) hereof, the Manager Managing Owner may, without the approval of the ShareholdersLimited Owners, make such amendments to this Trust Agreement that which (i) are necessary to add to the representations, duties or obligations of the Manager Managing Owner or surrender any right or power granted to the Manager Managing Owner herein, for the benefit of the ShareholdersLimited Owners, (ii) are necessary to cure any ambiguity, to correct or supplement any provision herein that which may be inconsistent with any other provision herein or in the Prospectus, or to make any other provisions with respect to matters or questions arising under this Trust Agreement or the Prospectus that which will not be inconsistent with the provisions of the Trust Agreement or the Prospectus, or (iii) permit the continued listing of the Shares on the Exchange, or (iv) the Manager Managing Owner deems advisable, provided, however, that no amendment shall be adopted pursuant to this clause (iviii) unless the adoption thereof (A) is not materially adverse to the interests of the ShareholdersLimited Owners; (B) is consistent with Section 4.2 and Section 4.44.1 hereof; (C) except as otherwise provided in Section 11.1(c) below, does not affect the allocation of Profits and Losses among the Shareholders (excluding the Manager) Limited Owners or between the Shareholders Limited Owners and the ManagerManaging Owner; and (D) does not adversely affect the limitations on liability of the ShareholdersLimited Owners, as described in Article VIII, VIII hereof or the status of the Trust each Series as a partnership for U.S. federal income tax purposes. (c) Notwithstanding any provision to the contrary contained in Sections 11.1(a) and (b) hereof, the Manager Managing Owner may, without the approval of the ShareholdersLimited Owners, amend the provisions of Article VII VI of this Trust Agreement relating to the allocations of Profits, Losses, Disposition Gain, Disposition Loss and distributions among the Shareholders Interestholders if the Trust is advised at any time by the Trust’s accountants or legal counsel that the allocations provided in Article VII VI of this Trust Agreement are unlikely to be respected for U.S. federal income tax purposes, either because of the promulgation of new or revised Treasury Regulations under Section 704 of the Code or other developments in the law. The Manager Managing Owner is empowered to amend such provisions to the minimum extent necessary in accordance with the advice of its the accountants and counsel to effect the allocations and distributions provided in this Trust Agreement. New allocations made by the Manager Managing Owner in reliance upon the advice of the accountants or counsel described above shall be deemed to be made pursuant to the obligation of the Manager Managing Owner to the Trust and the ShareholdersLimited Owners, and no such new allocation shall give rise to any claim or cause of action by any ShareholderLimited Owner. (d) Upon amendment of this Trust Agreement, the Certificate of Trust shall also be amended, if required by the Delaware Business Trust Statute, to reflect such change. (e) No amendment shall be made to this Trust Agreement without the Resident Delaware Trustee’s consent of the Trustee if it reasonably believes that such amendment adversely affects any of the Resident Delaware Trustee’s rights, duties or liabilities. At the expense liabilities of the Trust EstateTrustee; provided, however, that the Resident Delaware Trustee may not withhold its consent for any action which the Limited Owners are permitted to take under Section 8.2(d) above. The Trustee shall execute and file any amendment to the Certificate of Trust if so directed by the Manager Managing Owner or if such amendment is required in the Resident Delaware opinion of the Trustee’s opinion. (f) The Resident Delaware Trustee shall be under no obligation to execute any amendment to this Trust Agreement or to any agreement to which the Trust is a party until it has received an instruction letter from the Manager, in form and substance reasonably satisfactory to the Resident Delaware Trustee, (i) directing the Resident Delaware Trustee to execute such amendment, (ii) representing and warranting to the Resident Delaware Trustee that such execution is authorized and permitted by the terms No provision of this Trust Agreement and (if applicable) such other agreement to which the Trust is a party and does not conflict with or violate any other agreement to which the Trust is a party and (iii) confirming that such execution and acts related thereto are covered by the indemnity provisions of this Trust Agreement in favor of the Resident Delaware Trustee. (g) This Trust Agreement may be amended, waived or otherwise modified orally but only by a written instrument adopted in accordance with this Section 11.1.Section

Amendments to the Trust Agreement. (a) Except as otherwise provided in this Article XI, amendments Amendments to this Trust Agreement require may be proposed by the Managing Owner or by Limited Owners holding Interests equal to at least ten percent (10%) of the Net Asset Value of each Series of the Trust, unless the proposed amendment affects only certain Series, in which case such amendment may be proposed by Limited Owners holding Interests equal to at least ten percent (10%) of Net Asset Value of a Majority Vote Series of Shareholderseach affected Series. Following such proposal, the Managing Owner shall submit to the Limited Owners of each affected Series a verbatim statement of any proposed amendment, and statements concerning the legality of such amendment and the effect of such amendment on the limited liability of the Limited Owners. The Managing Owner shall include in any such submission its recommendations as to the proposed amendment. The amendment shall become effective only upon the written approval or affirmative vote of Limited Owners holding Interests equal to at least a majority (over 50%) of the Net Asset Value of a Series (excluding Interests held by the Managing Owner and its Affiliates) of the Trust or, if the proposed amendment affects only certain Series, of each affected Series, or such higher percentage as may be required by applicable law, and upon receipt of an opinion of independent legal counsel as set forth in Section 8.2 hereof and to the effect that the amendment is legal, valid and binding and will not adversely affect the limitations on liability of the Limited Owners as described in Section 8.3 of this Trust Agreement. Notwithstanding the foregoing, where any action taken or authorized pursuant to any provision of this Trust Agreement requires the approval or affirmative vote of ShareholdersLimited Owners holding a greater interest in Limited Interests than is required to amend this Trust Agreement under this Section 11.1, and/or the approval or affirmative vote of the Managing Owners, an amendment to such provision(s) shall be effective only upon the written approval or affirmative vote of the minimum number of Shareholders that Interestholders which would be required to take or authorize such action, or as may otherwise be required by applicable law, and upon receipt of an opinion of independent legal counsel as set forth above in this Section 11.1. In addition, except as otherwise provided below, reduction of the capital account of any assignee or modification of the percentage of Profits, Losses or distributions to which an assignee is entitled hereunder shall not be affected by amendment to this Trust Agreement without such assignee's approval. (b) Notwithstanding any provision to the contrary contained in Section 11.1(a)) hereof, the Manager Managing Owner may, without the approval of the ShareholdersLimited Owners, make such amendments to this Trust Agreement that which (i) are necessary to add to the representations, duties or obligations of the Manager Managing Owner or surrender any right or power granted to the Manager Managing Owner herein, for the benefit of the ShareholdersLimited Owners, (ii) are necessary to cure any ambiguity, to correct or supplement any provision herein that which may be inconsistent with any other provision herein or in the Prospectus, or to make any other provisions with respect to matters or questions arising under this Trust Agreement or the Prospectus that which will not be inconsistent with the provisions of the Trust Agreement or the Prospectus, or (iii) permit the continued listing of the Shares on the Exchange, or (iv) the Manager Managing Owner deems advisable, provided, however, that no amendment shall be adopted pursuant to this clause (iviii) unless the adoption thereof (A) is not materially adverse to the interests of the ShareholdersLimited Owners; (B) is consistent with Section 4.2 and Section 4.44.1 hereof; (C) except as otherwise provided in Section 11.1(c) below, does not affect the allocation of Profits and Losses among the Shareholders (excluding the Manager) Limited Owners or between the Shareholders Limited Owners and the ManagerManaging Owner; and (D) does not adversely affect the limitations on liability of the ShareholdersLimited Owners, as described in Article VIII, VIII hereof or the status of the Trust each Series as a partnership for U.S. federal income tax purposes. (c) Notwithstanding any provision to the contrary contained in Sections 11.1(a) and (b) hereof, the Manager Managing Owner may, without the approval of the ShareholdersLimited Owners, amend the provisions of Article VII VI of this Trust Agreement relating to the allocations of Profits, Losses, Disposition Gain, Disposition Loss and distributions among the Shareholders Interestholders if the Trust is advised at any time by the Trust’s 's accountants or legal counsel that the allocations provided in Article VII VI of this Trust Agreement are unlikely to be respected for U.S. federal income tax purposes, either because of the promulgation of new or revised Treasury Regulations under Section 704 of the Code or other developments in the law. The Manager Managing Owner is empowered to amend such provisions to the minimum extent necessary in accordance with the advice of its the accountants and counsel to effect the allocations and distributions provided in this Trust Agreement. New allocations made by the Manager Managing Owner in reliance upon the advice of the accountants or counsel described above shall be deemed to be made pursuant to the obligation of the Manager Managing Owner to the Trust and the ShareholdersLimited Owners, and no such new allocation shall give rise to any claim or cause of action by any ShareholderLimited Owner. (d) Upon amendment of this Trust Agreement, the Certificate of Trust shall also be amended, if required by the Delaware Business Trust Statute, to reflect such change. (e) No amendment shall be made to this Trust Agreement without the Resident Delaware Trustee’s consent of the Trustee if it reasonably believes that such amendment adversely affects any of the Resident Delaware Trustee’s rights, duties or liabilities. At the expense liabilities of the Trust EstateTrustee; provided, however, that the Resident Delaware Trustee may not withhold its consent for any action which the Limited Owners are permitted to take under Section 8.2(d) above. The Trustee shall execute and file any amendment to the Certificate of Trust if so directed by the Manager Managing Owner or if such amendment is required in the Resident Delaware opinion of the Trustee’s opinion. (f) The Resident Delaware Trustee shall be under no obligation to execute any amendment to this Trust Agreement or to any agreement to which the Trust is a party until it has received an instruction letter from the Manager, in form and substance reasonably satisfactory to the Resident Delaware Trustee, (i) directing the Resident Delaware Trustee to execute such amendment, (ii) representing and warranting to the Resident Delaware Trustee that such execution is authorized and permitted by the terms No provision of this Trust Agreement and (if applicable) such other agreement to which the Trust is a party and does not conflict with or violate any other agreement to which the Trust is a party and (iii) confirming that such execution and acts related thereto are covered by the indemnity provisions of this Trust Agreement in favor of the Resident Delaware Trustee. (g) This Trust Agreement may be amended, waived or otherwise modified orally but only by a written instrument adopted in accordance with this Section 11.1Section.

Amendments to the Trust Agreement. (a) Except as otherwise provided in this Article XI, amendments Amendments to this Trust Agreement require may be proposed by the Managing Owner or by Limited Owners holding Interests equal to at least ten percent (10%) of the Net Asset Value of each Series of the Trust, unless the proposed amendment affects only certain Series, in which case such amendment may be proposed by Limited Owners holding Interests equal to at least ten percent (10%) of Net Asset Value of a Majority Vote Series of Shareholderseach affected Series. Following such proposal, the Managing Owner shall submit to the Limited Owners of each affected Series a verbatim statement of any proposed amendment, and statements concerning the legality of such amendment and the effect of such amendment on the limited liability of the Limited Owners. The Managing Owner shall include in any such submission its recommendations as to the proposed amendment. The amendment shall become effective only upon the written approval or affirmative vote of Limited Owners holding Interests equal to at least a majority (over 50%) of the Net Asset Value of a Series (excluding Interests held by the Managing Owner and its Affiliates) of the Trust or, if the proposed amendment affects only certain Series, of each affected Series, or such higher percentage as may be required by applicable law, and upon receipt of an opinion of independent legal counsel as set forth in Section 8.2 hereof and to the effect that the amendment is legal, valid and binding and will not adversely affect the limitations on liability of the Limited Owners as described in Section 8.3 of this Trust Agreement. Notwithstanding the foregoing, where any action taken or authorized pursuant to any provision of this Trust Agreement requires the approval or affirmative vote of ShareholdersLimited Owners holding a greater interest in Limited Interests than is required to amend this Trust Agreement under this Section 11.1, and/or the approval or affirmative vote of the Managing Owners, an amendment to such provision(s) shall be effective only upon the written approval or affirmative vote of the minimum number of Shareholders that Owners which would be required to take or authorize such action, or as may otherwise be required by applicable law, and upon receipt of an opinion of independent legal counsel as set forth above in this Section 11.1. In addition, except as otherwise provided below, reduction of the capital account of any assignee or modification of the percentage of Profits, Losses or distributions to which an assignee is entitled hereunder shall not be affected by amendment to this Trust Agreement without such assignee’s approval. (b) Notwithstanding any provision to the contrary contained in Section 11.1(a)) hereof, the Manager Managing Owner may, without the approval of the ShareholdersLimited Owners, make such amendments to this Trust Agreement that which (i) are necessary to add to the representations, duties or obligations of the Manager Managing Owner or surrender any right or power granted to the Manager Managing Owner herein, for the benefit of the ShareholdersLimited Owners, (ii) are necessary to cure any ambiguity, to correct or supplement any provision herein that which may be inconsistent with any other provision herein or in the ProspectusRegistration Statement, or to make any other provisions with respect to matters or questions arising under this Trust Agreement or the Prospectus that Registration Statement which will not be inconsistent with the provisions of the Trust Agreement or the ProspectusRegistration Statement, or (iii) permit the continued listing of the Shares on the Exchange, or (iv) the Manager Managing Owner deems advisable, provided, however, that no amendment shall be adopted pursuant to this clause (iviii) unless the adoption thereof (A) is not materially adverse to the interests of the ShareholdersLimited Owners; (B) is consistent with Section 4.2 and Section 4.44.1 hereof; (C) except as otherwise provided in Section 11.1(c) below, does not affect the allocation of Profits and Losses among the Shareholders (excluding the Manager) Limited Owners or between the Shareholders Limited Owners and the ManagerManaging Owner; and (D) does not adversely affect the limitations on liability of the ShareholdersLimited Owners, as described in Article VIII, VIII hereof or the status of the Trust each Series as a partnership for U.S. federal income tax purposes. (c) Notwithstanding any provision to the contrary contained in Sections 11.1(a) and (b) hereof, the Manager Managing Owner may, without the approval of the ShareholdersLimited Owners, amend the provisions of Article VII VI of this Trust Agreement relating to the allocations of Profits, Losses, Disposition Gain, Disposition Loss and distributions among the Shareholders Owners if the Trust is advised at any time by the Trust’s accountants or legal counsel that the allocations provided in Article VII VI of this Trust Agreement are unlikely to be respected for U.S. federal income tax purposes, either because of the promulgation of new or revised Treasury Regulations under Section 704 of the Code or other developments in the law. The Manager Managing Owner is empowered to amend such provisions to the minimum extent necessary in accordance with the advice of its the accountants and counsel to effect the allocations and distributions provided in this Trust Agreement. New allocations made by the Manager Managing Owner in reliance upon the advice of the accountants or counsel described above shall be deemed to be made pursuant to the obligation of the Manager Managing Owner to the Trust and the ShareholdersLimited Owners, and no such new allocation shall give rise to any claim or cause of action by any ShareholderLimited Owner. (d) Upon amendment of this Trust Agreement, the Certificate of Trust shall also be amended, if required by the Delaware Statutory Trust StatuteAct, to reflect such change. (e) No amendment shall be made to this Trust Agreement without the Resident Delaware Trustee’s consent of the Trustee if it reasonably believes that such amendment adversely affects any of the Resident Delaware Trustee’s rights, duties or liabilities. At the expense liabilities of the Trust EstateTrustee; provided, however, that the Resident Delaware Trustee may not withhold its consent for any action which the Limited Owners are permitted to take under Section 8.2(d) above. The Trustee shall execute and file any amendment to the Certificate of Trust if so directed by the Manager Managing Owner or if such amendment is required in the Resident Delaware opinion of the Trustee’s opinion. A copy of any amendment made to this Trust Agreement shall be promptly provided to the Trustee by the Managing Owner. (f) The Resident Delaware Trustee shall be under no obligation to execute any amendment to this Trust Agreement or to any agreement to which the Trust is a party until it has received an instruction letter from the Manager, in form and substance reasonably satisfactory to the Resident Delaware Trustee, (i) directing the Resident Delaware Trustee to execute such amendment, (ii) representing and warranting to the Resident Delaware Trustee that such execution is authorized and permitted by the terms No provision of this Trust Agreement and (if applicable) such other agreement to which the Trust is a party and does not conflict with or violate any other agreement to which the Trust is a party and (iii) confirming that such execution and acts related thereto are covered by the indemnity provisions of this Trust Agreement in favor of the Resident Delaware Trustee. (g) This Trust Agreement may be amended, waived or otherwise modified orally but only by a written instrument adopted in accordance with this Section 11.1Section.

Amendments to the Trust Agreement. (a) Except as otherwise provided in this Article XIherein, amendments to this Trust Agreement require a Majority Vote of Shareholders. Notwithstanding the foregoing, where any action taken or authorized pursuant to any provision of this Trust Agreement requires the approval or affirmative vote of Shareholders, an amendment to such provision(s) shall be effective only upon the written approval or affirmative vote of the minimum number of Shareholders that would be required to take or authorize such action, or as may otherwise be required by applicable law. (b) Notwithstanding any provision to the contrary contained in Section 11.1(a12.1(a), the Manager may, without the approval of the Shareholders, make such amendments to this Trust Agreement that (i) are necessary to add to the representations, duties or obligations of the Manager or surrender any right or power granted to the Manager herein, for the benefit of the Shareholders, (ii) are necessary to cure any ambiguity, to correct or supplement any provision herein that may be inconsistent with any other provision herein or in the Prospectus, or to make any other provisions with respect to matters or questions arising under this Trust Agreement or the Prospectus that will not be inconsistent with the provisions of the Trust Agreement or the Prospectus, (iii) are necessary to permit the continued listing of the Shares on the Exchange, or (iv) the Manager deems advisable, provided, however, that no amendment shall be adopted pursuant to this clause (iv) unless the adoption thereof (A) is not materially adverse to the interests of the Shareholders; (B) is consistent with Section 4.2 and Section 4.4; (C) except as otherwise provided in Section 11.1(c12.1(c) below, does not affect the allocation of Profits and Losses among the Shareholders (excluding the Manager) or between the Shareholders and the Manager; and (DC) does not adversely affect the limitations on liability of the Shareholders, as described in Article VIIIIX, or the status of the Trust as a partnership for U.S. federal income tax purposes. (c) Notwithstanding any provision to the contrary contained in Sections 11.1(a12.1(a) and (b) hereof, the Manager may, without the approval of the Shareholders, amend the provisions of Article VII of this Trust Agreement relating to the allocations of Profits, Losses, and distributions among the Shareholders if the Trust is advised at any time by the Trust’s accountants or legal counsel that the allocations provided in Article VII of this Trust Agreement are unlikely to be respected for U.S. federal income tax purposes, either because of the promulgation of new or revised Treasury Regulations under Section 704 of the Code or other developments in the law. The Manager is empowered to amend such provisions to the minimum extent necessary in accordance with the advice of its accountants and counsel to effect the allocations and distributions provided in this Trust Agreement. New allocations made by the Manager in reliance upon the advice of the accountants or counsel described above shall be deemed to be made pursuant to the obligation of the Manager to the Trust and the Shareholders, and no such new allocation shall give rise to any claim or cause of action by any Shareholder. (d) Upon amendment of this Trust Agreement, the Certificate of Trust shall also be amended, if required by the Delaware Trust Statute, to reflect such change. (e) No amendment shall be made to this Trust Agreement without the Resident Delaware Trustee’s consent if it reasonably believes that such amendment adversely affects any of the Resident Delaware Trustee’s rights, duties or liabilities. At the expense of the Trust Estate, the Resident Delaware Trustee shall execute and file any amendment to the Certificate of Trust if so directed by the Manager or if such amendment is required in the Resident Delaware Trustee’s opinion. (f) The Resident Delaware Trustee shall be under no obligation to execute any amendment to this Trust Agreement or to any agreement to which the Trust is a party until it has received an instruction letter from the Manager, in form and substance reasonably satisfactory to the Resident Delaware Trustee, (i) directing the Resident Delaware Trustee to execute such amendment, (ii) representing and warranting to the Resident Delaware Trustee that such execution is authorized and permitted by the terms of this Trust Agreement and (if applicable) such other agreement to which the Trust is a party and does not conflict with or violate any other agreement to which the Trust is a party and (iii) confirming that such execution and acts related thereto are covered by the indemnity provisions of this Trust Agreement in favor of the Resident Delaware Trustee. (g) This Trust Agreement may be amended, waived or otherwise modified only by a written instrument adopted in accordance with this Section 11.112.1.

Amendments to the Trust Agreement. (a) Except as otherwise provided in this Article XI, amendments to this Trust Agreement require a Majority Vote of Shareholders. Notwithstanding the foregoing, where any action taken or authorized pursuant to any provision of this Trust Agreement requires the approval or affirmative vote of Shareholders, an amendment to such provision(s) shall be effective only upon the written approval or affirmative vote of the minimum number of Shareholders that would be required to take or authorize such action, or as may otherwise be required by applicable law. (b) Notwithstanding any provision to the contrary contained in Section 11.1(a), the Manager may, without the approval of the Shareholders, make such amendments to this Trust Agreement that (i) are necessary to add to the representations, duties or obligations of the Manager or surrender any right or power granted to the Manager herein, for the benefit of the Shareholders, (ii) are necessary to cure any ambiguity, to correct or supplement any provision herein that may be inconsistent with any other provision herein or in the Prospectus, or to make any other provisions with respect to matters or questions arising under this Trust Agreement or the Prospectus that will not be inconsistent with the provisions of the Trust Agreement or the Prospectus, (iii) are necessary to permit the continued listing of the Shares on the Exchange, or (iv) the Manager deems advisable, provided, however, that no amendment shall be adopted pursuant to this clause (iv) unless the adoption thereof (A) is not materially adverse to the interests of the Shareholders; (B) is consistent with Section 4.2 and Section 4.4; (C) except as otherwise provided in Section 11.1(c) below, does not affect the allocation of Profits and Losses among the Shareholders (excluding the Manager) or between the Shareholders and the Manager; and (DC) does not adversely affect the limitations on liability of the Shareholders, as described in Article VIII, or the status of the Trust as a partnership for U.S. federal income tax purposes. (c) Notwithstanding any provision to the contrary contained in Sections 11.1(a) and (b) hereof, the Manager may, without the approval of the Shareholders, amend the provisions of Article VII of this Trust Agreement relating to the allocations of Profits, Losses, and distributions among the Shareholders if the Trust is advised at any time by the Trust’s accountants or legal counsel that the allocations provided in Article VII of this Trust Agreement are unlikely to be respected for U.S. federal income tax purposes, either because of the promulgation of new or revised Treasury Regulations under Section 704 of the Code or other developments in the law. The Manager is empowered to amend such provisions to the minimum extent necessary in accordance with the advice of its accountants and counsel to effect the allocations and distributions provided in this Trust Agreement. New allocations made by the Manager in reliance upon the advice of the accountants or counsel described above shall be deemed to be made pursuant to the obligation of the Manager to the Trust and the Shareholders, and no such new allocation shall give rise to any claim or cause of action by any Shareholder. (d) Upon amendment of this Trust Agreement, the Certificate of Trust shall also be amended, if required by the Delaware Trust Statute, to reflect such change. (e) No amendment shall be made to this Trust Agreement without the Resident Delaware Trustee’s consent if it reasonably believes that such amendment adversely affects any of the Resident Delaware Trustee’s rights, duties or liabilities. At the expense of the Trust Estate, the Resident Delaware Trustee shall execute and file any amendment to the Certificate of Trust if so directed by the Manager or if such amendment is required in the Resident Delaware Trustee’s opinion. (f) The Resident Delaware Trustee shall be under no obligation to execute any amendment to this Trust Agreement or to any agreement to which the Trust is a party until it has received an instruction letter from the Manager, in form and substance reasonably satisfactory to the Resident Delaware Trustee, (i) directing the Resident Delaware Trustee to execute such amendment, (ii) representing and warranting to the Resident Delaware Trustee that such execution is authorized and permitted by the terms of this Trust Agreement and (if applicable) such other agreement to which the Trust is a party and does not conflict with or violate any other agreement to which the Trust is a party and (iii) confirming that such execution and acts related thereto are covered by the indemnity provisions of this Trust Agreement in favor of the Resident Delaware Trustee. (g) This Trust Agreement may be amended, waived or otherwise modified only by a written instrument adopted in accordance with this Section 11.1.

Amendments to the Trust Agreement. (a) Except as otherwise provided in this Article XI, amendments Amendments to this Trust Agreement require a Majority Vote may be made by the Manager upon receipt of Shareholdersan opinion of independent legal counsel to the effect that the amendment is legal, valid and binding under the laws of the State of Delaware and will not adversely affect the limitations on liability of the Shareholders as described in Article VIII. Notwithstanding the foregoing, where any action taken or authorized pursuant to any provision of this Trust Agreement requires the approval or affirmative vote of Shareholders, an amendment to such provision(s) shall be effective only upon the written approval or affirmative vote of the minimum number of Shareholders that would be required to take or authorize such action, or as may otherwise be required by applicable law, and upon receipt of an opinion of independent legal counsel as set forth above in this Section 11.1(a). (b) Notwithstanding any provision to the contrary contained in Section 11.1(a), the Manager may, without the approval of the Shareholders, make such amendments to this Trust Agreement that (i) are necessary to add to the representations, duties or obligations of the Manager or surrender any right or power granted to the Manager herein, for the benefit of the Shareholders, (ii) are necessary to cure any ambiguity, to correct or supplement any provision herein that may be inconsistent with any other provision herein or in the Prospectus, or to make any other provisions with respect to matters or questions arising under this Trust Agreement or the Prospectus that will not be inconsistent with the provisions of the Trust Agreement or the Prospectus, Prospectus or (iii) permit the continued listing of the Shares on the Exchange, or (iv) the Manager deems advisable, provided, however, that no amendment shall be adopted pursuant to this clause (iviii) unless the adoption thereof (A) is not materially adverse to the interests of the Shareholders; (B) is consistent with Section 4.2 and Section 4.44.1; (C) except as otherwise provided in Section 11.1(c) below, does not affect the allocation of Profits profits and Losses losses among the Shareholders (excluding the Manager) or between the Shareholders and the Manager; and (D) does not adversely affect the limitations on liability of the Shareholders, as described in Article VIII, or the status of the Trust as a partnership for U.S. federal income tax purposes. Amendments to this document that impact (i) the rights of Shareholders in a materially adverse respect, (ii) the appointment of a new Manager pursuant to Section 4.2(j), (iii) the dissolution of the Trust pursuant to Section 13.1(e) or (iv) to any material extent, the Trust’s basic investment policies or structure, shall occur only upon a Majority Vote pursuant to Section 11.1(a). (c) Notwithstanding any provision to the contrary contained in Sections 11.1(a) and (b) hereof, the Manager may, without the approval of the Shareholders, amend the provisions of Article VII of this Trust Agreement relating to the allocations of Profits, Losses, and distributions among the Shareholders if the Trust is advised at any time by the Trust’s accountants or legal counsel that the allocations provided in Article VII of this Trust Agreement are unlikely to be respected for U.S. federal income tax purposes, either because of the promulgation of new or revised Treasury Regulations under Section 704 of the Code or other developments in the law. The Manager is empowered to amend such provisions to the minimum extent necessary in accordance with the advice of its accountants and counsel to effect the allocations and distributions provided in this Trust Agreement. New allocations made by the Manager in reliance upon the advice of the accountants or counsel described above shall be deemed to be made pursuant to the obligation of the Manager to the Trust and the Shareholders, and no such new allocation shall give rise to any claim or cause of action by any Shareholder. (d) Upon amendment of this Trust Agreement, the Certificate of Trust shall also be amended, if required by the Delaware Trust Statute, to reflect such change. (e) No amendment shall be made to this Trust Agreement without the Resident Delaware Trustee’s consent if it reasonably believes that such amendment adversely affects any of the Resident Delaware Trustee’s rights, duties or liabilities. At the expense of the Trust Estate, the Resident Delaware Trustee shall execute and file any amendment to the Certificate of Trust if so directed by the Manager or if such amendment is required in the Resident Delaware Trustee’s opinion. (f) The Resident Delaware Trustee shall be under no obligation to execute any amendment to this Trust Agreement or to any agreement to which the Trust is a party until it has received an instruction letter from the Manager, in form and substance reasonably satisfactory to the Resident Delaware Trustee, (i) directing the Resident Delaware Trustee to execute such amendment, (ii) representing and warranting to the Resident Delaware Trustee that such execution is authorized and permitted by the terms of this Trust Agreement and (if applicable) such other agreement to which the Trust is a party and does not conflict with or violate any other agreement to which the Trust is a party and (iii) confirming that such execution and acts related thereto are covered by the indemnity provisions of this Trust Agreement in favor of the Resident Delaware Trustee. (g) This Trust Agreement may be amended, waived or otherwise modified only by a written instrument adopted in accordance with this Section 11.1.

Amendments to the Trust Agreement. (a) Except as otherwise provided in this Article XI, amendments Amendments to this Trust Agreement require may be proposed by the Sponsor or by Limited Owners holding at least 10% of the Limited Shares of the Trust. Any such proposal by Limited Owners, and any action by the Depository in respect of any such proposal, shall be governed by Section 3.4(e) of this Agreement. Following any such proposal by the Sponsor or Limited Owners holding at least 10% of the Limited Shares of the Trust, the Sponsor shall submit to the Limited Owner a Majority Vote verbatim statement of Shareholdersany proposed amendment, and statements concerning the legality of such amendment and the effect of such amendment on the limited liability of the Limited Owners. The Sponsor shall include in any such submission its recommendations as to the proposed amendment. The amendment shall become effective only upon (i) the written approval or affirmative vote of Limited Owners holding at least a majority (over 50%) of the Shares issued and outstanding (excluding Shares held by the Sponsor and its Affiliates) or such higher percentage as may be required by applicable law, within sixty (60) days of the Sponsor's submission, in accordance with Section 15.4, and (ii) receipt of an opinion of independent legal counsel to the effect that the amendment is legal, valid and binding and will not adversely affect the limitations on liability of the Limited Owners as described in Section 8.3 of this Trust Agreement. Notwithstanding the foregoing, where any action taken or authorized pursuant to any provision of this Trust Agreement requires the approval or affirmative vote of ShareholdersLimited Owners holding a greater interest in Shares than is required to amend this Trust Agreement under this Section 11.1, and/or the approval or affirmative vote of the Sponsor(s), an amendment to such provision(s) shall be effective only upon the written approval or affirmative vote of the minimum number of Shareholders that Limited Owners which would be required to take or authorize such action, or as may otherwise be required by applicable law, and upon receipt of an opinion of independent legal counsel as set forth above in this Section 11.1. (b) Notwithstanding any provision to the contrary contained in Section 11.1(a)) hereof, the Manager Sponsor may, without the approval of the ShareholdersLimited Owners, make such amendments to this Trust Agreement that which (i) are necessary to add to the representations, duties or obligations of the Manager Sponsor or surrender any right or power granted to the Manager Sponsor herein, for the benefit of the ShareholdersLimited Owners, (ii) are necessary to cure any ambiguity, to correct or supplement any provision herein that which may be inconsistent with any other provision herein or in the Prospectus, or to make any other provisions with respect to matters or questions arising under this Trust Agreement or the Prospectus that which will not be inconsistent with the provisions of the Trust Agreement or the Prospectus, or (iii) permit the continued listing of the Shares on the Exchange, or (iv) the Manager Sponsor deems advisable, provided, however, that no amendment shall be adopted pursuant to this clause (iviii) unless the adoption thereof (A) is not materially adverse adverse, in any material respect, to the interests of the ShareholdersLimited Owners; (B) is consistent with Section 4.2 and Section 4.4; (C) except as otherwise provided in Section 11.1(c) below, does not affect the allocation of Profits and Losses among the Shareholders (excluding the Manager) or between the Shareholders and the Manager4.1 hereof; and (DC) does not adversely affect the limitations on liability of the ShareholdersLimited Owners, as described in Article VIII, or the status of the Trust as a partnership for U.S. federal income tax purposesVIII hereof. (c) Notwithstanding any provision to the contrary contained in Sections 11.1(a) and (b) hereof, the Manager may, without the approval of the Shareholders, amend the provisions of Article VII of this Trust Agreement relating to the allocations of Profits, Losses, and distributions among the Shareholders if the Trust is advised at any time by the Trust’s accountants or legal counsel that the allocations provided in Article VII of this Trust Agreement are unlikely to be respected for U.S. federal income tax purposes, either because of the promulgation of new or revised Treasury Regulations under Section 704 of the Code or other developments in the law. The Manager is empowered to amend such provisions to the minimum extent necessary in accordance with the advice of its accountants and counsel to effect the allocations and distributions provided in this Trust Agreement. New allocations made by the Manager in reliance upon the advice of the accountants or counsel described above shall be deemed to be made pursuant to the obligation of the Manager to the Trust and the Shareholders, and no such new allocation shall give rise to any claim or cause of action by any Shareholder. (d) Upon amendment of this Trust Agreement, the Certificate of Trust shall also be amended, if required by the Delaware Trust Statute, to reflect such change. (ed) No amendment shall be made to this Trust Agreement without the Resident Delaware Trustee’s consent of the Trustee if it reasonably believes that such amendment adversely affects any of the Resident Delaware Trustee’s rights, duties or liabilitiesliabilities of the Trustee. At the expense of the Trust EstateSponsor, the Resident Delaware Trustee shall execute and file any amendment to the Certificate of Trust if so directed by the Manager Sponsor or if such amendment is required in the Resident Delaware opinion of the Trustee’s opinion. (fe) The Resident Delaware Trustee shall be under no obligation to execute any amendment to this the Trust Agreement or to any agreement to which the Trust is a party until it has received an instruction letter from the ManagerSponsor, in form and substance reasonably satisfactory to the Resident Delaware Trustee, Trustee (i) directing the Resident Delaware Trustee to execute such amendment, (ii) representing and warranting to the Resident Delaware Trustee that such execution is authorized and permitted by the terms of this the Trust Agreement and (if applicable) such other agreement to which the Trust is a party and does not conflict with or violate any other agreement to which the Trust is a party and (iii) confirming that such execution and acts related thereto are covered by the indemnity provisions of this the Trust Agreement in favor of the Resident Delaware Trustee. (gf) This Trust No provision of this Agreement may be amended, waived or otherwise modified orally but only by a written instrument adopted in accordance with this Section 11.1Section.

Amendments to the Trust Agreement. (a) Except as otherwise provided in this Article XI, amendments to this Trust Agreement require a Majority Vote of Shareholders. Notwithstanding the foregoing, where any action taken or authorized pursuant to any provision of this Trust Agreement requires the approval or affirmative vote of Shareholders, an amendment to such provision(s) shall be effective only upon the written approval or affirmative vote of the minimum number of Shareholders that would be required to take or authorize such action, or as may otherwise be required by applicable law. (b) Notwithstanding any provision to the contrary contained in Section 11.1(a), the Manager The Sponsor may, without the approval of the ShareholdersUnitholders, make such amendments to this Trust Agreement that which (i) are necessary to add to the representations, duties or obligations of the Manager Sponsor or surrender any right or power granted to the Manager Sponsor herein, for the benefit of the ShareholdersUnitholders, (ii) are necessary to cure any ambiguity, to correct or supplement any provision herein that which may be inconsistent with any other provision herein or in the ProspectusMemorandum, or to make any other provisions with respect to matters or questions arising under this Trust Agreement or the Prospectus that Memorandum which will not be inconsistent with the provisions of the Trust Agreement or the ProspectusMemorandum, or (iii) permit the continued listing of the Shares on the Exchange, or (iv) the Manager Sponsor deems advisable, provided, however, that no amendment shall be adopted pursuant to this clause (iv10.1(a) unless the adoption thereof (A) is not materially adverse to the interests of the ShareholdersUnitholders; (B) is consistent with Section 4.2 1.5 and Section 4.4; (C) except as otherwise provided in Section 11.1(c) below, does not affect the allocation of Profits and Losses among the Shareholders (excluding the Manager) or between the Shareholders and the Manager4.1 hereof; and (DC) does not adversely affect the limitations on liability of the ShareholdersUnitholders, as described in Article VIII, VII hereof or the status of the Trust as a partnership grantor trust for U.S. federal income tax purposes. . Amendments to this document which adversely affect (ci) the rights of Unitholders, (ii) the appointment of a new Sponsor pursuant to Section 4.2(h) above, (iii) the dissolution of the Trust pursuant to Section 12.1(a) below and (iv) any material changes in the Trust’s purpose or structure shall occur only upon the written approval or affirmative vote of Unitholders holding Units equal to at least a majority (over 50%) of the Units. Notwithstanding any provision to the contrary contained in Sections 11.1(a) and (b10.1(a) hereof, the Manager Sponsor may, without the approval of the ShareholdersUnitholders, amend the provisions of Article VII of this Trust Agreement relating to the allocations of Profits, Losses, and distributions among the Shareholders if the Trust is advised at any time by the Trust’s accountants or legal counsel that the allocations provided in Article VII of this Trust Agreement amendments made are unlikely necessary to ensure that the Trust’s status as a grantor trust will be respected for U.S. federal income tax purposes, either because of the promulgation of new or revised Treasury Regulations under Section 704 of the Code or other developments in the law. The Manager is empowered to amend such provisions to the minimum extent necessary in accordance with the advice of its accountants and counsel to effect the allocations and distributions provided in this Trust Agreement. New allocations made by the Manager in reliance upon the advice of the accountants or counsel described above shall be deemed to be made pursuant to the obligation of the Manager to the Trust and the Shareholders, and no such new allocation shall give rise to any claim or cause of action by any Shareholder. (db) Upon amendment of this Trust Agreement, the Certificate of Trust shall also be amended, if required by the Delaware Trust Statute, to reflect such change. (e) No amendment shall be made to this Trust Agreement without the Resident Delaware Trustee’s consent if it reasonably believes that such amendment adversely affects any of the Resident Delaware Trustee’s rights, duties or liabilities. At the expense of the Trust EstateSponsor, the Resident Delaware Trustee shall execute and file any amendment to the Certificate of Trust if so directed by the Manager or if such amendment is required in the Resident Delaware Trustee’s opinionSponsor. (fc) No amendment affecting the rights or duties of the Trustee shall be binding upon or effective against the Trustee unless consented to by the Trustee in writing. No amendment shall be made to this Trust Agreement without the consent of the Trustee if the Trustee reasonably believes that such amendment adversely affects any of the rights, duties or liabilities of the Trustee. The Resident Delaware Trustee shall be under no obligation to execute any amendment to this the Trust Agreement or to any agreement to which the Trust is a party until it has received an instruction letter and certification from the ManagerSponsor, in form and substance reasonably satisfactory to the Resident Delaware Trustee, Trustee (i) directing the Resident Delaware Trustee to execute such amendment, (ii) representing and warranting to the Resident Delaware Trustee that such execution is authorized and permitted by the terms of this the Trust Agreement and (if applicable) such other agreement to which the Trust is a party and does not conflict with or violate any other agreement to which the Trust is a party and (iii) confirming that such execution and acts related thereto are covered by the indemnity provisions of this the Trust Agreement in favor of the Resident Delaware Trustee and do not adversely affect the Trustee. The Trustee may, but is not required to enter into any amendment that has an adverse effect on the Trustee. (gd) This To the fullest extent permitted by law, no provision of this Trust Agreement may be amended, waived or otherwise modified orally but only by a written instrument adopted in accordance with this Section 11.1Section.

Amendments to the Trust Agreement. (a) Except as otherwise provided in this Article XI, amendments to this Trust Agreement require a Majority Vote of Shareholders. Notwithstanding the foregoing, where any action taken or authorized pursuant to any provision of this Trust Agreement requires the approval or affirmative vote of Shareholders, an amendment to such provision(s) shall be effective only upon the written approval or affirmative vote of the minimum number of Shareholders that would be required to take or authorize such action, or as may otherwise be required by applicable law. (b) Notwithstanding any provision to the contrary contained in Section 11.1(a), the Manager The Managing Owner may, without the approval of the ShareholdersLimited Owners, make such amendments to this Trust Agreement that which (i) are necessary to add to the representations, duties or obligations of the Manager Managing Owner or surrender any right or power granted to the Manager Managing Owner herein, for the benefit of the ShareholdersLimited Owners, (ii) are necessary to cure any ambiguity, to correct or supplement any provision herein that which may be inconsistent with any other provision herein or in the Prospectus, or to make any other provisions with respect to matters or questions arising under this Trust Agreement or the Prospectus that which will not be inconsistent with the provisions of the Trust Agreement or the Prospectus, or (iii) permit the continued listing of the Shares on the Exchange, or (iv) the Manager Managing Owner deems advisable, provided, however, that no amendment shall be adopted pursuant to this clause (iviii) unless the adoption thereof (A) is not materially adverse to the interests of the ShareholdersLimited Owners; (B) is consistent with Section 4.2 and Section 4.44.1 hereof; (C) except as otherwise provided in Section 11.1(c11.1(b) below, does not affect the allocation of Profits and Losses among the Shareholders (excluding the Manager) Limited Owners or between the Shareholders Limited Owners and the ManagerManaging Owner; and (D) does not adversely affect the limitations on liability of the ShareholdersLimited Owners, as described in Article VIII, VIII hereof or the status of the Trust any Fund as a partnership for U.S. federal income tax purposes. Amendments to this Trust Agreement which adversely affect (i) the rights of Limited Owners, (ii) the dissolution of the Trust pursuant to Section 13.1(f) below and (iii) any material changes in the Trust’s or a Fund’s basic investment policies (on a Fund-by-Fund basis) or structure shall occur only upon the written approval or affirmative vote of Limited Owners holding Units equal to at least a majority (over 50%, excluding Units held by the Managing Owner and its Affiliates) of the Net Asset Value of each Fund or, if not all Funds are affected, of the affected Fund or Funds. Notwithstanding any other provision hereof, on each matter submitted to a vote of the Unitholders, each Unitholder shall be entitled to a proportionate vote based upon value of the Unitholder’s ownership standing in its name on the books of such Fund relative to the Net Asset Value of such Fund. (cb) Notwithstanding any provision to the contrary contained in Sections Section 11.1(a) and (b) hereof, the Manager Managing Owner may, without the approval of the ShareholdersLimited Owners, amend the provisions of Article VII of this Trust Agreement relating to the allocations of Profits, Losses, and distributions among the Shareholders if the Trust is advised at any time by the Trust’s accountants or legal counsel that the allocations provided in Article VII of this Trust Agreement amendments made are unlikely necessary to ensure that the Funds’ status as partnerships will be respected for U.S. federal income tax purposes, either because of the promulgation of new or revised Treasury Regulations under Section 704 of the Code or other developments in the law. The Manager is empowered to amend such provisions to the minimum extent necessary in accordance with the advice of its accountants and counsel to effect the allocations and distributions provided in this Trust Agreement. New allocations made by the Manager in reliance upon the advice of the accountants or counsel described above shall be deemed to be made pursuant to the obligation of the Manager to the Trust and the Shareholders, and no such new allocation shall give rise to any claim or cause of action by any Shareholder. (dc) Upon amendment of this Trust Agreement, the Certificate of Trust shall also be amended, if required by the Delaware Trust Statute, to reflect such change. (e) No amendment shall be made to this Trust Agreement without the Resident Delaware Trustee’s consent if it reasonably believes that such amendment adversely affects any of the Resident Delaware Trustee’s rights, duties or liabilities. At the expense of the Trust EstateManaging Owner, the Resident Delaware Trustee shall execute and file any amendment to the Certificate of Trust if so directed by the Manager Managing Owner or if such amendment is required in the Resident Delaware opinion of the Trustee’s opinion. (fd) No amendment affecting the rights or duties of the Trustee shall be binding upon or effective against the Trustee unless consented to by the Trustee in writing. No amendment shall be made to this Trust Agreement without the consent of the Trustee if it reasonably believes that such amendment adversely affects any of the rights, duties or liabilities of the Trustee. The Resident Delaware Trustee shall be under no obligation to execute any amendment to this the Trust Agreement or to any agreement to which the Trust is a party until it has received an instruction letter from the ManagerManaging Owner, in form and substance reasonably satisfactory to the Resident Delaware Trustee, Trustee (i) directing the Resident Delaware Trustee to execute such amendment, (ii) representing and warranting to the Resident Delaware Trustee that such execution is authorized and permitted by the terms of this the Trust Agreement and (if applicable) such other agreement to which the Trust is a party and does not conflict with or violate any other agreement to which the Trust is a party and (iii) confirming that such execution and acts related thereto are covered by the indemnity provisions of this the Trust Agreement in favor of the Resident Delaware Trustee and do not adversely affect the Trustee. (ge) This To the fullest extent permitted by law, no provision of this Trust Agreement may be amended, waived or otherwise modified orally but only by a written instrument adopted in accordance with this Section 11.1Section.