Common use of Beneficial Interest Clause in Contracts

Beneficial Interest. The beneficial interest in the Trust shall be divided into Shares. The Trust and any Series may have no Classes, may consist of one Class or may be divided into two or more Classes. The number of Shares of the Trust and each Series and Class authorized hereunder is unlimited. The Trust is authorized to issue an unlimited number of Shares, and upon the establishment of any Series or Class as provided herein, the Trust shall be authorized to issue an unlimited number of Shares of each such Series and Class, unless otherwise determined and subject to any conditions set forth, by the Trustees. Subject to the provisions of this Article III and any applicable requirements of the 1940 Act, the Trustees shall have full power and authority, in their sole discretion, and without obtaining any authorization or approval of the Shareholders of any Series or Class: (i) to divide the beneficial interest in each Series or Class into Shares, with or without par value as the Trustees shall determine; (ii) to issue Shares without limitation as to number (including fractional Shares and Shares held in a Series’ treasury), to such Persons and for such amount and type of consideration, including cash or securities, at such time or times and on such terms as the Trustees may deem appropriate; (iii) to establish and designate and to change in any manner any Series or Class with such preferences, voting powers, terms of conversion, rights, privileges and business purpose or investment objective as the Trustees may from time to time determine, which preferences, voting powers, terms of conversion, rights, privileges and business purpose or investment objective may be different from any existing Series or Class and may be limited to specified assets or liabilities of the Trust or profits and losses associated therewith; (iv) to divide or combine the Shares of the Trust or any Series or Class into a greater or lesser number without thereby materially changing the proportionate beneficial interest of the Shares of the Trust or such Series or Class in the assets held with respect to the Trust or such Series or Class; (v) to classify or reclassify any Shares of the Trust or any Series or Class into Shares of one or more Series or Classes (whether the Shares to be classified or reclassified are issued and outstanding or unissued and whether such Shares constitute part or all of the Shares of the Trust or such Series or Class); and (vi) to take such other action with respect to the Shares of the Trust or any Series or Class as the Trustees may deem desirable. The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent, which books shall be maintained separately for the Shares of each Series or Class and contain the names and addresses of the Shareholders and the number of Shares of each Series and Class held by each Shareholder. No certificates certifying the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of each Series as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series and Class and as to the number of Shares of the Trust and of each Series and Class held from time to time by each Shareholder. The Trustees may at any time discontinue the issuance of Share certificates and may, by written notice to each applicable Shareholder, require the surrender of Share certificates to the Trust for cancellation. Such surrender and cancellation shall not affect the ownership of Shares in the Trust. Subject to the relevant distinctions permitted among Classes of the Trust or any Series as established by the Trustees consistent with applicable requirements of the 1940 Act (or exemptive orders issued by the Commission), each Share of the Trust or any Series shall represent an equal beneficial interest in the net assets of the Trust or such Series, and each Shareholder of the Trust or any Series shall be entitled to receive such Shareholder’s pro rata share of distributions of income and capital gains, if any, made with respect to the Trust or such Series. Upon redemption of the Shares of any Series or upon liquidation or termination of any Series, the applicable Shareholder shall be paid solely out of the funds and property of such Series of the Trust. Ownership of Shares shall not be deemed to establish a contract between the Shareholder and the Trust or any Series. A Shareholder of a particular Series shall not be entitled to participate in a derivative or class action on behalf of any other Series or the Shareholders of any other Series of the Trust. All references to Shares in this Declaration of Trust shall be deemed to be Shares of the Trust and any or all Series or Classes, as the context may require. All provisions herein relating to the Trust shall apply equally to each Series of the trust and each Class, except as context otherwise requires.

Beneficial Interest. The beneficial interest in of the Trust beneficiaries hereunder shall be divided into an unlimited number of transferable Shares. The Trust and any Series may have no Classes, may consist of one Class or may be divided into two or more Classes. The number of All Shares of issued in accordance with the Trust and each Series and Class authorized hereunder is unlimited. The Trust is authorized to issue an unlimited number terms hereof, including Shares issued in connection with a dividend in Shares or a split or reverse split of Shares, and upon the establishment of any Series or Class as provided herein, the Trust shall be authorized to issue an unlimited number of Shares of each such Series fully paid and Class, unless otherwise nonassessable when the consideration determined and subject to any conditions set forth, by the TrusteesTrustees (if any) therefor shall have been received by the Trust. Subject to the provisions of this Article III and any applicable requirements of the 1940 Act, the Trustees shall have full power and authority, in their sole discretion, and without obtaining any authorization or approval of the Shareholders of any Series or Class: (i) to divide the beneficial interest in each Series or Class into Shares, with or without par value as the Trustees shall determine; (ii) to issue Shares without limitation as to number (including fractional Shares and Shares held in a Series’ treasury), to such Persons and for such amount and type of consideration, including cash or securities, at such time or times and on such terms as the Trustees may deem appropriate; (iii) to establish and designate and to change in any manner any Series or Class with such preferences, voting powers, terms of conversion, rights, privileges privileges, and business purpose or investment objective as the Trustees may from time to time determine, which preferences, voting powers, terms of conversion, rights, privileges and business purpose or investment objective may be different from any existing Series Class, may be senior or Class subordinate to (or in the case of business purpose, different from) any existing Class, and may be limited to specified assets or liabilities of the Trust or profits and losses associated therewith; (iv) to divide or combine the Shares of the Trust or any Series or Class into a greater or lesser number without thereby materially changing the proportionate beneficial interest of the Shares of the Trust or such Series or Class in the assets held with respect to the Trust or such Series or Class; (v) to classify combine any two or reclassify more Classes into a single Class, and in connection therewith to cause the Shareholders of each such Class to become Shareholders of such single Class, or to divide any Shares of the Trust or any Series or Class into Shares of an additional one or more Series or Classes (whether the Shares Classes, and in connection therewith to be classified or reclassified are issued and outstanding or unissued and whether such Shares constitute part cause some or all of the Shares Shareholders of the Trust or such Series or Class)Class to become Shareholders of such additional Classes; and (vi) to take such other action with respect to the Shares of the Trust or any Series or Class as the Trustees may deem desirable. The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent, which books shall be maintained separately for the Shares of each Series or Class and contain the names and addresses of the Shareholders and the number of Shares of each Series and Class held by each Shareholder. No certificates certifying the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of each Series the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series and Class and as to the number of Shares of the Trust and of each Series and Class held from time to time by each Shareholder. The Trust shall be entitled to treat the holder of record of any Shares as the owner thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Shares on the part of any other person, whether or not the Trust shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware. If issued, the Trustees may at any time discontinue the issuance of Share certificates and may, by written notice to each applicable Shareholder, require the surrender of Share certificates to the Trust for cancellation. Such surrender and cancellation shall not affect the ownership of Shares in the Trust. Subject to the relevant distinctions permitted among Classes of the Trust or any Series as established by the Trustees consistent with applicable requirements of the 1940 Act (or exemptive orders issued by the Commission), each Share of the Trust or any Series Class shall represent an equal beneficial interest in the net assets of the Trust or such SeriesTrust, and each Shareholder of the Trust or any Series Class shall be entitled to receive such Shareholder’s pro rata share of distributions of income and capital gains, if any, made with respect to the Trust or such SeriesClass. Upon redemption of Neither the Shares of any Series or upon liquidation or termination of any Series, the applicable Shareholder shall be paid solely out of the funds and property of such Series of the Trust. Ownership of Shares nor the Trust’s public filings, including its Registration Statement, shall not be deemed to establish a contract between the Shareholder and the Trust or any SeriesClass and shall not give rise to any contract claims by the Shareholders against the Trust or any Class. A Shareholder of a particular Series Class shall not be entitled to participate in a derivative or class action on behalf of any other Series Class or the Shareholders of any other Series Class of the Trust. All references to Shares in this Declaration of Trust shall be deemed to be Shares of the Trust and any or all Series or Classes, as the context may require. All provisions herein relating to the Trust shall apply equally to each Series of the trust and each Class, except as context otherwise requires.

Beneficial Interest. The beneficial interest in of the Trust beneficiaries hereunder shall be divided into an unlimited number of transferable Shares. The Trust and any Series Fund may have no Classes, may consist of one Class or may be divided into two or more Classes. The number of All Shares of issued in accordance with the Trust and each Series and Class authorized hereunder is unlimited. The Trust is authorized to issue an unlimited number terms hereof, including Shares issued in connection with a dividend in Shares or a split or reverse split of Shares, and upon the establishment of any Series or Class as provided herein, the Trust shall be authorized to issue an unlimited number of Shares of each such Series fully paid and Class, unless otherwise nonassessable when the consideration determined and subject to any conditions set forth, by the TrusteesTrustees (if any) therefor shall have been received by the Fund. Subject to the provisions of this Article III and any applicable requirements of the 1940 Act, the Trustees shall have full power and authority, in their sole discretion, and without obtaining any authorization or approval of the Shareholders of any Series or Class: (i) to divide the beneficial interest in each Series or Class into Shares, with or without par value as the Trustees shall determine; (ii) to issue Shares without limitation as to number (including fractional Shares and Shares held in a Series’ treasury), to such Persons and for such amount and type of consideration, including cash or securities, at such time or times and on such terms as the Trustees may deem appropriate; (iii) to establish and designate and to change in any manner any Series or Class with such preferences, voting powers, terms of conversion, rights, privileges privileges, and business purpose or investment objective as the Trustees may from time to time determine, which preferences, voting powers, terms of conversion, rights, privileges and business purpose or investment objective may be different from any existing Series Class, may be senior or Class subordinate to (or in the case of business purpose, different from) any existing Class, and may be limited to specified assets or liabilities of the Trust Fund or profits and losses associated therewith; (iv) to divide or combine the Shares of the Trust Fund or any Series or Class into a greater or lesser number without thereby materially changing the proportionate beneficial interest of the Shares of the Trust Fund or such Series or Class in the assets held with respect to the Trust Fund or such Series or Class; (v) to classify combine any two or reclassify more Classes into a single Class, and in connection therewith to cause the Shareholders of each such Class to become Shareholders of such single Class, or to divide any Shares of the Trust or any Series or Class into Shares of an additional one or more Series or Classes (whether the Shares Classes, and in connection therewith to be classified or reclassified are issued and outstanding or unissued and whether such Shares constitute part cause some or all of the Shares Shareholders of the Trust or such Series or Class)Class to become Shareholders of such additional Classes; and (vi) to take such other action with respect to the Shares of the Trust or any Series or Class as the Trustees may deem desirable. The ownership of Shares shall be recorded on the books of the Trust Fund or a transfer or similar agent, which books shall be maintained separately for the Shares of each Series or Class and contain the names and addresses of the Shareholders and the number of Shares of each Series and Class held by each Shareholder. No certificates certifying the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of each Series the Fund as kept by the Trust Fund or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series and Class and as to the number of Shares of the Trust Fund and of each Series and Class held from time to time by each Shareholder. The Fund shall be entitled to treat the holder of record of any Shares as the owner thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Shares on the part of any other person, whether or not the Fund shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware. If issued, the Trustees may at any time discontinue the issuance of Share certificates and may, by written notice to each applicable Shareholder, require the surrender of Share certificates to the Trust Fund for cancellation. Such surrender and cancellation shall not affect the ownership of Shares in the TrustFund. Subject to the relevant distinctions permitted among Classes of the Trust or any Series Fund as established by the Trustees consistent with applicable requirements of the 1940 Act (or exemptive orders issued by the Commission), each Share of the Trust Fund or any Series Class shall represent an equal beneficial interest in the net assets of the Trust or such SeriesFund, and each Shareholder of the Trust Fund or any Series Class shall be entitled to receive such Shareholder’s pro rata share of distributions of income and capital gains, if any, made with respect to the Trust Fund or such SeriesClass. Upon redemption of Neither the Shares of any Series or upon liquidation or termination of any Series, the applicable Shareholder shall be paid solely out of the funds and property of such Series of the Trust. Ownership of Shares nor the Fund’s public filings, including its Registration Statement, shall not be deemed to establish a contract between the Shareholder and the Trust Fund or any SeriesClass and shall not give rise to any contract claims by the Shareholders against the Fund or any Class. A Shareholder of a particular Series Class shall not be entitled to participate in a derivative or class action on behalf of any other Series Class or the Shareholders of any other Series Class of the Trust. All references to Shares in this Declaration of Trust shall be deemed to be Shares of the Trust and any or all Series or Classes, as the context may require. All provisions herein relating to the Trust shall apply equally to each Series of the trust and each Class, except as context otherwise requiresFund.

Beneficial Interest. The beneficial interest in the Trust shall be divided into Shares. The Trust and any Series may have no Classes, may consist of one Class or may be divided into two or more Classes. The number of Shares of the Trust and each Series and Class authorized hereunder is unlimited. The Trust is authorized to issue an unlimited number of transferable shares of beneficial interest (“Shares”). Such shares of beneficial interest may be issued in different classes and/or series of beneficial interests. All Shares issued in accordance with the terms hereof, including, without limitation, Shares issued in connection with a dividend in Shares or a split of Shares, shall be fully paid and upon nonassessable when the establishment consideration determined by the Trustees (if any) therefor shall have been received by the Trust. The Trustees may hold treasury Shares, reissue for such consideration and on such terms as they may determine, or cancel any Shares of any Series series or Class as provided herein, the Trust class repurchased or redeemed at their discretion from time to time. The Trustees shall be authorized to issue an unlimited number of Shares of each such Series and Class, unless otherwise determined and subject to any conditions set forth, by the Trustees. Subject to the provisions of this Article III and any applicable requirements of the 1940 Act, the Trustees shall have full power and authorityauthorized, in their sole discretion, and without obtaining any prior authorization or approval vote of the Shareholders of any Series or Class: (i) to divide the beneficial interest in each Series or Class into SharesShareholders, with or without par value as the Trustees shall determine; (ii) to issue Shares without limitation as to number (including fractional Shares and Shares held in a Series’ treasury), to such Persons and for such amount and type of consideration, including cash or securities, at such time or times and on such terms as the Trustees may deem appropriate; (iii) to establish and designate and to change in any manner any Series initial or Class with additional series or classes of Common Shares and to fix such preferences, voting powerspowers (or lack thereof), terms rights and privileges of conversion, rights, privileges and business purpose such series or investment objective classes as the Trustees may from time to time determine, which preferences, voting powers, terms of conversion, rights, privileges and business purpose or investment objective may be different from any existing Series or Class and may be limited to specified assets or liabilities of the Trust or profits and losses associated therewith; (iv) to divide or combine the Common Shares of the Trust or any Series series or Class classes into a greater or lesser number without thereby materially changing the proportionate beneficial interest of the Shares of the Trust or such Series or Class in the assets held with respect to the Trust or such Series or Class; (v) number, to classify or reclassify any issued Common Shares of the Trust or any Series series or Class classes into Shares of one or more Series series or Classes (whether the Shares to be classified or reclassified are issued classes of Common Shares, and outstanding or unissued and whether such Shares constitute part or all of the Shares of the Trust or such Series or Class); and (vi) to take such other action with respect to the Common Shares of the Trust or any Series or Class as the Trustees may deem desirable. The ownership Unless another time is specified by the Trustees, the establishment and designation of Shares any series or class shall be recorded on the books effective as of the date hereof as to the initial classes designated in Section 6.3 hereof or upon the adoption of a resolution by the Trustees setting forth such establishment and designation and the preferences, powers, rights and privileges of the Common Shares of such series or class, whether directly in such resolution or by reference to, or approval of, another document that sets forth such relative rights and preferences of such series or class including, without limitation, any registration statement of the Trust, or as otherwise provided in such resolution. The Trust or a transfer or similar agent, which books shall be maintained separately for the may issue any number of Common Shares of each Series or Class and contain the names and addresses of the Shareholders and the number of Shares of each Series and Class held by each Shareholder. No certificates certifying the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of each Series as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series and Class and as to the number of Shares of the Trust and of each Series and Class held from time to time by each Shareholder. The Trustees may at any time discontinue the issuance of Share certificates and may, by written notice to each applicable Shareholder, require the surrender of Share certificates to the Trust for cancellation. Such surrender and cancellation shall not affect the ownership of Shares in the Trust. Subject to the relevant distinctions permitted among Classes of the Trust or any Series as established by the Trustees consistent with applicable requirements of the 1940 Act (or exemptive orders issued by the Commission), each Share of the Trust or any Series shall represent an equal beneficial interest in the net assets of the Trust or such Series, and each Shareholder of the Trust or any Series shall be entitled to receive such Shareholder’s pro rata share of distributions of income and capital gains, if any, made with respect to the Trust or such Series. Upon redemption of the Shares of any Series or upon liquidation or termination of any Series, the applicable Shareholder shall be paid solely out of the funds and property of such Series of the Trust. Ownership of Shares shall not be deemed to establish a contract between the Shareholder and the Trust or any Series. A Shareholder of a particular Series shall not be entitled to participate in a derivative series or class action on behalf of and are not required to issue certificates for any other Series or the Shareholders of any other Series of the Trust. All references to Shares in this Declaration of Trust shall be deemed to be Shares of the Trust and any or all Series or Classes, as the context may require. All provisions herein relating to the Trust shall apply equally to each Series of the trust and each Class, except as context otherwise requiresCommon Shares.

Beneficial Interest. (a) The beneficial interest in of the Trust beneficiaries shall be divided into Shares. The Trust and any Series may have no Classes, may consist of one Class or may be divided into two or more Classes. The number of Shares of the Trust and each Series and Class authorized hereunder is unlimited. The Trust is authorized to issue an unlimited number of transferable shares of beneficial par value $.001 per share. The Trustees may divide Shares into one or more Classes and the Trustees hereby establish the Classes listed in Schedule A hereto and made part hereof. Schedule A may be revised from time to time by resolution of a majority of the then Trustees, including in connection with the establishment and designation or re-designation of any Class and shall not constitute an amendment of this Declaration of Trust. All Shares issued in accordance with the terms hereof, including, without limitation, Shares issued in connection with a dividend or distribution in Shares or a split of Shares, and upon the establishment of any Series or Class shall be fully paid and, except as provided hereinin the last sentence of Section 3.8, nonassessable when the Trust shall be authorized to issue an unlimited number of Shares of each such Series and Class, unless otherwise consideration determined and subject to any conditions set forth, by the TrusteesTrustees (if any) therefor shall have been received by the Trust. Subject to the further provisions of this Article III VI, any restriction set forth in the By-Laws and any applicable requirements of the 1940 ActAct or any applicable exemptive relief issued by the SEC, the Trustees shall have full power and authority, in their sole discretion, and without obtaining any authorization or approval vote of the Shareholders of any Series or ClassClass to: (i) to divide the beneficial interest in each Series or Class into Shares, with or without par value Shares as the Trustees shall determine; (ii) to issue Shares without limitation as to number (including fractional Shares establish, designate, redesignate, classify, reclassify and Shares held in a Series’ treasury), to such Persons and for such amount and type of consideration, including cash or securities, at such time or times and on such terms as the Trustees may deem appropriate; (iii) to establish and designate and to change in any manner any Series or Class with and fix such preferences, voting powers, terms of conversion, rights, duties and privileges and business purpose or investment objective of each Class as the Trustees may from time to time determine, which preferences, voting powers, terms of conversion, rights, duties and privileges and business purpose or investment objective may be different from any existing Series Class; provided, however, that the Trustees may not reclassify or Class and may be limited change outstanding Shares in a manner materially adverse to specified assets Shareholders of such Shares, without obtaining the authorization or liabilities vote of the Trust or profits and losses associated therewithClass of Shareholders that would be materially adversely affected; (iviii) to divide or combine the Shares of the Trust or any Series or Class into a greater or lesser number without thereby materially changing the proportionate beneficial interest of the Shares of the Trust or such Series or Class in the assets held with respect to that Class; (iv) change the Trust or such Series or name of any Class; (v) to classify or reclassify dissolve and terminate any Shares of the Trust or any Series or Class into Shares of one or more Series or Classes (whether the Shares to be classified or reclassified are issued and outstanding or unissued and whether such Shares constitute part or all of the Shares of the Trust or such Series or Class)Classes; and (vi) to take such other action with respect to the Shares of the Trust or any Series or Class Classes as the Trustees may deem desirable. . (b) The ownership establishment and designation of Shares shall be recorded on the books of the Trust or a transfer or similar agent, which books shall be maintained separately for the Shares of each Series or any Class and contain the names and addresses of the Shareholders and the number of Shares of each Series and Class held by each Shareholder. No certificates certifying the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of each Series as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series and Class and as to the number of Shares of the Trust shall be effective upon the adoption by a majority of the then Trustees of a resolution that sets forth such establishment and designation and the relative rights and preferences of each Series and such Class held from time to time by each Shareholder. The Trustees may at any time discontinue the issuance of Share certificates and may, by written notice to each applicable Shareholder, require the surrender of Share certificates to the Trust for cancellation. Such surrender and cancellation shall not affect the ownership of Shares of the Trust, whether directly in such resolution or by reference to another document including, without limitation, any Registration Statement of the Trust, or as otherwise provided in such resolution. (c) With respect to any Class of Shares of the Trust, each such Class shall represent interests in the Trust. Subject to the relevant distinctions permitted among Classes assets of the Trust or any Series and have the same voting, dividend, liquidation and other rights and terms and conditions as established each other Class of Shares of the Trust, except that, subject to applicable law, expenses allocated to a Class may be borne solely by such Class as determined by the Trustees consistent and as provided herein, and a Class may have exclusive voting rights with applicable requirements respect to matters affecting only that Class. (d) To the fullest extent permitted by Section 3804 of the Delaware Statutory Trust Act and subject to the restrictions of the 1940 Act (or and any applicable exemptive orders relief issued by the Commission)SEC, each Share the Trustees may allocate expenses of the Trust to a particular Class or to apportion the same between or among two or more Classes, provided that any Series shall represent an equal beneficial interest in the net assets of the Trust or such Series, and each Shareholder of the Trust or any Series expenses incurred by a particular Class shall be entitled to receive such Shareholder’s pro rata share of distributions of income and capital gains, if any, made with respect to the Trust or such Series. Upon redemption of the Shares of any Series or upon liquidation or termination of any Series, the applicable Shareholder shall be paid payable solely out of the funds and property of such Series of the Trust. Ownership of Shares shall not be deemed assets belonging to establish a contract between the Shareholder and the Trust or any Series. A Shareholder of a particular Series shall not be entitled to participate in a derivative or class action on behalf of any other Series or the Shareholders of any other Series of the Trust. All references to Shares in this Declaration of Trust shall be deemed to be Shares of the Trust and any or all Series or Classes, as the context may require. All provisions herein relating to the Trust shall apply equally to each Series of the trust and each that Class, except as context otherwise requires.

Beneficial Interest. The beneficial interest in of the Trust beneficiaries hereunder shall be divided into Shares. The Trust and any Series may have no Classes, may consist of one Class or may be divided into two or more Classes. The number of Shares of the Trust and each Series and Class authorized hereunder is unlimited. The Trust is authorized to issue an unlimited number of transferable Shares. All Shares issued in accordance with the terms hereof, including Shares issued in connection with a dividend in Shares or a split or reverse split of Shares, and upon the establishment of any Series or Class as provided herein, the Trust shall be authorized to issue an unlimited number of Shares of each such Series fully paid and Class, unless otherwise nonassessable when the consideration determined and subject to any conditions set forth, by the TrusteesTrustees (if any) therefor shall have been received by the Fund. Subject to the provisions of this Article III and any applicable requirements of the 1940 Act, the Trustees shall have full power and authority, in their sole discretion, and without obtaining any authorization or approval of the Shareholders of any Series or Class: (i) to divide the beneficial interest in each Series or Class into Shares, with or without par value as the Trustees shall determine; (ii) to issue Shares without limitation as to number (including fractional Shares and Shares held in a Series’ treasury), to such Persons and for such amount and type of consideration, including cash or securities, at such time or times and on such terms as the Trustees may deem appropriate; (iii) to establish and designate and to change in any manner any Series or Class with such preferences, voting powers, terms of conversion, rights, privileges privileges, and business purpose or investment objective as the Trustees may from time to time determine, which preferences, voting powers, terms of conversion, rights, privileges and business purpose or investment objective may be different from any existing Series or Class and may be limited to specified assets or liabilities of the Trust Fund or profits and losses associated therewith; (ivii) to divide or combine the Shares of the Trust or any Series or Class into a greater or lesser number without thereby materially changing the proportionate beneficial interest of the Shares of the Trust or such Series or Class in the assets held with respect to the Trust or such Series or Class; (viii) to classify combine any two or reclassify more Classes into a single Class, and in connection therewith to cause the Shareholders of each such Class to become Shareholders of such single Class, or to divide any Shares of the Trust or any Series or Class into Shares of an additional one or more Series or Classes (whether the Shares Classes, and in connection therewith to be classified or reclassified are issued and outstanding or unissued and whether such Shares constitute part cause some or all of the Shares Shareholders of the Trust or such Series or Class)Class to become Shareholders of such additional Classes; and (viiv) to take such other action with respect to the Shares of the Trust or any Series or Class as the Trustees may deem desirable. The ownership of Shares shall be recorded on the books of the Trust Fund or a transfer or similar agent, which books shall be maintained separately for the Shares of each Series or Class and contain the names and addresses of the Shareholders and the number of Shares of each Series and Class held by each Shareholder. No certificates certifying the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of each Series the Fund as kept by the Trust Fund or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of who are the Shareholders of each Series and Class and as to the number of Shares of the Trust and of each Series and Class held from time to time by each such Shareholder. The Trustees may at any time discontinue the issuance of Share certificates and may, by written notice to each applicable Shareholder, require the surrender of Share certificates to the Trust Fund for cancellation. Such surrender and cancellation shall not affect the ownership of Shares in the TrustFund. Subject to the relevant distinctions permitted among Classes of the Trust or any Series Fund as established by the Trustees consistent with applicable requirements of the 1940 Act (or exemptive orders issued by the Commission), each Share of the Trust Fund or any Series Class shall represent an equal beneficial interest in the net assets of the Trust Fund or such SeriesClass, and each Shareholder of the Trust Fund or any Series Class shall be entitled to receive such Shareholder’s pro rata share of distributions of income and capital gains, if any, made with respect to the Trust Fund or such SeriesClass. Upon redemption of the Shares of any Series Class or upon liquidation or termination of any SeriesClass, the applicable Shareholder shall be paid solely out of the funds and property of such Series Class of the TrustFund. Ownership of Shares shall not be deemed to establish a contract between the Shareholder and the Trust Fund or any SeriesClass. A Shareholder of a particular Series Class shall not be entitled to participate in a derivative or class action on behalf of any other Series Class or the Shareholders of any other Series Class of the Trust. All references to Shares in this Declaration of Trust shall be deemed to be Shares of the Trust and any or all Series or Classes, as the context may require. All provisions herein relating to the Trust shall apply equally to each Series of the trust and each Class, except as context otherwise requiresFund.

Beneficial Interest. (a) The beneficial interest in of the Trust beneficiaries shall be divided into Sharesan unlimited number of transferable shares, all without par value. The Trust and any Series Trustees may have no Classes, may consist of divide Shares into one Class or may be divided into two or more Classes. The number of All Shares of issued in accordance with the Trust and each Series and Class authorized hereunder is unlimited. The Trust is authorized to issue an unlimited number terms hereof, including, without limitation, Shares issued in connection with a dividend or distribution in Shares or a split of Shares, and upon the establishment of any Series or Class shall be fully paid and, except as provided hereinin the last sentence of Section 3.8, nonassessable when the Trust shall be authorized to issue an unlimited number of Shares of each such Series and Class, unless otherwise consideration determined and subject to any conditions set forth, by the Trustees. Trustees (if any) therefor shall have been received by the Trust. (b) Subject to the further provisions of this Article III VI, any restriction set forth in the By-Laws and any applicable requirements of the 1940 ActAct or any applicable exemptive relief issued by the SEC, the Trustees shall have full power and authority, in their sole discretion, and without obtaining any authorization or approval vote of the Shareholders of any Series or ClassClass to: (i) to divide the beneficial interest in each Series or Class into Shares, with or without par value Shares as the Trustees shall determine; (ii) to issue Shares without limitation as to number (including fractional Shares establish, designate, redesignate, classify, reclassify and Shares held in a Series’ treasury), to such Persons and for such amount and type of consideration, including cash or securities, at such time or times and on such terms as the Trustees may deem appropriate; (iii) to establish and designate and to change in any manner any Series or Class with Class—and fix such preferences, voting powers, terms of conversion, rights, duties and privileges and business purpose or investment objective of each Class as the Trustees may from time to time determine, which preferences, voting powers, terms of conversion, rights, duties and privileges and business purpose or investment objective may be different from any existing Series Class; provided, however, that the Trustees may not reclassify or Class and may be limited change outstanding Shares in a manner materially adverse to specified assets Shareholders of such Shares, without obtaining the authorization or liabilities vote of the Trust or profits and losses associated therewithClass of Shareholders that would be materially adversely affected; (iviii) to divide or combine the Shares of the Trust or any Series or Class into a greater or lesser number without thereby materially changing the proportionate beneficial interest of the Shares of the Trust or such Series or Class in the assets held with respect to that Class; (iv) change the Trust or such Series or name of any Class; (v) to classify or reclassify dissolve and terminate any Shares of the Trust or any Series or Class into Shares of one or more Series or Classes (whether the Shares to be classified or reclassified are issued and outstanding or unissued and whether such Shares constitute part or all of the Shares of the Trust or such Series or Class)Classes; and (vi) to take such other action with respect to the Shares of the Trust or any Series or Class Classes as the Trustees may deem desirable. . (c) The ownership establishment and designation of Shares shall be recorded on the books of the Trust or a transfer or similar agent, which books shall be maintained separately for the Shares of each Series or any Class and contain the names and addresses of the Shareholders and the number of Shares of each Series and Class held by each Shareholder. No certificates certifying the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of each Series as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series and Class and as to the number of Shares of the Trust shall be effective upon the adoption by a majority of the then Trustees of a resolution that sets forth such establishment and designation and the relative rights and preferences of each Series and such Class held from time to time by each Shareholder. The Trustees may at any time discontinue the issuance of Share certificates and may, by written notice to each applicable Shareholder, require the surrender of Share certificates to the Trust for cancellation. Such surrender and cancellation shall not affect the ownership of Shares of the Trust, whether directly in such resolution or by reference to another document including, without limitation, any registration statement of the Trust, or as otherwise provided in such resolution. (d) With respect to any Class of Shares of the Trust, each such Class shall represent interests in the Trust. Subject to the relevant distinctions permitted among Classes assets of the Trust or any Series and have the same voting, dividend, liquidation and other rights and terms and conditions as established each other Class of Shares of the Trust, except that, subject to applicable law, expenses allocated to a Class may be borne solely by such Class as determined by the Trustees consistent and as provided herein, and a Class may have exclusive voting rights with applicable requirements respect to matters affecting only that Class. (e) To the fullest extent permitted by Section 3804 of the DSTA and subject to the restrictions of the 1940 Act (or and any applicable exemptive orders relief issued by the Commission)SEC, each Share the Trustees may allocate expenses of the Trust to a particular Class or to apportion the same between or among two or more Classes, provided that any Series shall represent an equal beneficial interest in the net assets of the Trust or such Series, and each Shareholder of the Trust or any Series expenses incurred by a particular Class shall be entitled to receive such Shareholder’s pro rata share of distributions of income and capital gains, if any, made with respect to the Trust or such Series. Upon redemption of the Shares of any Series or upon liquidation or termination of any Series, the applicable Shareholder shall be paid payable solely out of the funds and property of such Series of the Trust. Ownership of Shares shall not be deemed assets belonging to establish a contract between the Shareholder and the Trust or any Series. A Shareholder of a particular Series shall not be entitled to participate in a derivative or class action on behalf of any other Series or the Shareholders of any other Series of the Trust. All references to Shares in this Declaration of Trust shall be deemed to be Shares of the Trust and any or all Series or Classes, as the context may require. All provisions herein relating to the Trust shall apply equally to each Series of the trust and each that Class, except as context otherwise requires.

Beneficial Interest. (a) The beneficial interest in of the Trust beneficiaries shall be divided into Shares. The Trust and any Series may have no Classes, may consist of one Class or may be divided into two or more Classes. The number of Shares of the Trust and each Series and Class authorized hereunder is unlimited. The Trust is authorized to issue an unlimited number of transferable shares of beneficial par value $.001 per share. The Trustees may divide Shares into one or more Classes and the Trustees hereby establish the Classes listed in Schedule A hereto and made part hereof. Schedule A may be revised from time to time by resolution of a majority of the then Trustees, including in connection with the establishment and designation or re-designation of any Class and shall not constitute an amendment of this Declaration of Trust. All Shares issued in accordance with the terms hereof, including, without limitation, Shares issued in connection with a dividend or distribution in Shares or a split of Shares, and upon the establishment of any Series or Class shall be fully paid and, except as provided hereinin the last sentence of Section 3.8, nonassessable when the Trust shall be authorized to issue an unlimited number of Shares of each such Series and Class, unless otherwise consideration determined and subject to any conditions set forth, by the Trustees. Trustees (if any) therefor shall have been received by the Trust. (b) Subject to the further provisions of this Article III VI, any restriction set forth in the By-Laws and any applicable requirements of the 1940 ActAct or any applicable exemptive relief issued by the SEC, the Trustees shall have full power and authority, in their sole discretion, and without obtaining any authorization or approval vote of the Shareholders of any Series or ClassClass to: (i) to divide the beneficial interest in each Series or Class into Shares, with or without par value Shares as the Trustees shall determine; (ii) to issue Shares without limitation as to number (including fractional Shares establish, designate, redesignate, classify, reclassify and Shares held in a Series’ treasury), to such Persons and for such amount and type of consideration, including cash or securities, at such time or times and on such terms as the Trustees may deem appropriate; (iii) to establish and designate and to change in any manner any Series or Class with and fix such preferences, voting powers, terms of conversion, rights, duties and privileges and business purpose or investment objective of each Class as the Trustees may from time to time determine, which preferences, voting powers, terms of conversion, rights, duties and privileges and business purpose or investment objective may be different from any existing Series Class; provided, however, that the Trustees may not reclassify or Class and may be limited change outstanding Shares in a manner materially adverse to specified assets Shareholders of such Shares, without obtaining the authorization or liabilities vote of the Trust or profits and losses associated therewithClass of Shareholders that would be materially adversely affected; (iviii) to divide or combine the Shares of the Trust or any Series or Class into a greater or lesser number without thereby materially changing the proportionate beneficial interest of the Shares of the Trust or such Series or Class in the assets held with respect to that Class; (iv) change the Trust or such Series or name of any Class; (v) to classify or reclassify dissolve and terminate any Shares of the Trust or any Series or Class into Shares of one or more Series or Classes (whether the Shares to be classified or reclassified are issued and outstanding or unissued and whether such Shares constitute part or all of the Shares of the Trust or such Series or Class)Classes; and (vi) to take such other action with respect to the Shares of the Trust or any Series or Class Classes as the Trustees may deem desirable. The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent, which books shall be maintained separately for the Shares of each Series or Class and contain the names and addresses of the Shareholders and the number of Shares of each Series and Class held by each Shareholder. No certificates certifying the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of each Series as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series and Class and as to the number of Shares of the Trust and of each Series and Class held from time to time by each Shareholder. The Trustees may at any time discontinue the issuance of Share certificates and may, by written notice to each applicable Shareholder, require the surrender of Share certificates to the Trust for cancellation. Such surrender and cancellation shall not affect the ownership of Shares in the Trust. Subject to the relevant distinctions permitted among Classes of the Trust or any Series as established by the Trustees consistent with applicable requirements of the 1940 Act (or exemptive orders issued by the Commission), each Share of the Trust or any Series shall represent an equal beneficial interest in the net assets of the Trust or such Series, and each Shareholder of the Trust or any Series shall be entitled to receive such Shareholder’s pro rata share of distributions of income and capital gains, if any, made with respect to the Trust or such Series. Upon redemption of the Shares of any Series or upon liquidation or termination of any Series, the applicable Shareholder shall be paid solely out of the funds and property of such Series of the Trust. Ownership of Shares shall not be deemed to establish a contract between the Shareholder and the Trust or any Series. A Shareholder of a particular Series shall not be entitled to participate in a derivative or class action on behalf of any other Series or the Shareholders of any other Series of the Trust. All references to Shares in this Declaration of Trust shall be deemed to be Shares of the Trust and any or all Series or Classes, as the context may require. All provisions herein relating to the Trust shall apply equally to each Series of the trust and each Class, except as context otherwise requires.

Beneficial Interest. The beneficial interest in of the Trust beneficiaries hereunder shall be divided into Shares. The Trust and any Series may have no Classes, may consist of one Class or may be divided into two or more Classes. The number of Shares of the Trust and each Series and Class authorized hereunder is unlimited. The Trust is authorized to issue an unlimited number of transferable Shares. All Shares issued in accordance with the terms hereof, including Shares issued in connection with a dividend in Shares or a split or reverse split of Shares, and upon the establishment of any Series or Class as provided herein, the Trust shall be authorized to issue an unlimited number of Shares of each such Series fully paid and Class, unless otherwise nonassessable when the consideration determined and subject to any conditions set forth, by the TrusteesTrustees (if any) therefor shall have been received by the Fund. Subject to the provisions of this Article III and any applicable requirements of the 1940 Act, the Trustees shall have full power and authority, in their sole discretion, and without obtaining any authorization or approval of the Shareholders of any Series or Class: (i) to divide the beneficial interest in each Series or Class into Shares, with or without par value as the Trustees shall determine; (ii) to issue Shares without limitation as to number (including fractional Shares and Shares held in a Series’ treasury), to such Persons and for such amount and type of consideration, including cash or securities, at such time or times and on such terms as the Trustees may deem appropriate; (iii) to establish and designate and to change in any manner any Series or Class with such preferences, voting powers, terms of conversion, rights, privileges privileges, and business purpose or investment objective as the Trustees may from time to time determine, which preferences, voting powers, terms of conversion, rights, privileges and business purpose or investment objective may be different from any existing Series or Class and may be limited to specified assets or liabilities of the Trust Fund or profits and losses associated therewith; (ivii) to divide or combine the Shares of the Trust or any Series or Class into a greater or lesser number without thereby materially changing the proportionate beneficial interest of the Shares of the Trust or such Series or Class in the assets held with respect to the Trust or such Series or Class; (viii) to classify combine any two or reclassify more Classes into a single Class, and in connection therewith to cause the Shareholders of each such Class to become Shareholders of such single Class, or to divide any Shares of the Trust or any Series or Class into Shares of an additional one or more Series or Classes (whether the Shares Classes, and in connection therewith to be classified or reclassified are issued and outstanding or unissued and whether such Shares constitute part cause some or all of the Shares Shareholders of the Trust or such Series or Class)Class to become Shareholders of such additional Classes; and (viiv) to take such other action with respect to the Shares of the Trust or any Series or Class as the Trustees may deem desirable. The ownership of Shares shall be recorded on the books of the Trust Fund or a transfer or similar agent, which books shall be maintained separately for the Shares of each Series or Class and contain the names and addresses of the Shareholders and the number of Shares of each Series and Class held by each Shareholder. No certificates certifying the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of each Series the Fund as kept by the Trust Fund or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of who are the Shareholders of each Series and Class and as to the number of Shares of the Trust and of each Series and Class held from time to time by each such Shareholder. The Trustees may at any time discontinue the issuance of Share certificates and may, by written notice to each applicable Shareholder, require the surrender of Share certificates to the Trust Fund for cancellation. Such surrender and cancellation shall not affect the ownership of Shares in the TrustFund. Subject to the relevant distinctions permitted among Classes of the Trust or any Series Fund as established by the Trustees consistent with applicable requirements of the 1940 Act (or exemptive orders issued by the Commission), each Share of the Trust Fund or any Series Class shall represent an equal beneficial interest in the net assets of the Trust Fund or such SeriesClass, and each Shareholder of the Trust Fund or any Series Class shall be entitled to receive such Shareholder’s 's pro rata share of distributions of income and capital gains, if any, made with respect to the Trust Fund or such SeriesClass. Upon redemption of the Shares of any Series Class or upon liquidation or termination of any SeriesClass, the applicable Shareholder shall be paid solely out of the funds and property of such Series Class of the TrustFund. Ownership of Shares shall not be deemed to establish a contract between the Shareholder and the Trust Fund or any SeriesClass. A Shareholder of a particular Series Class shall not be entitled to participate in a derivative or class action on behalf of any other Series Class or the Shareholders of any other Series Class of the Trust. All references to Shares in this Declaration of Trust shall be deemed to be Shares of the Trust and any or all Series or Classes, as the context may require. All provisions herein relating to the Trust shall apply equally to each Series of the trust and each Class, except as context otherwise requiresFund.

Beneficial Interest. (a) The beneficial interest in of the Trust beneficiaries shall be divided into Shares. The Trust and any Series may have no Classes, may consist of one Class or may be divided into two or more Classes. The number of Shares of the Trust and each Series and Class authorized hereunder is unlimited. The Trust is authorized to issue an unlimited number of transferable shares of beneficial par value $0.001 per share. The Trustees may divide Shares into one or more Classes and the Trustees hereby establish the Classes listed in Schedule A hereto and made part hereof. Schedule A may be revised from time to time by resolution of a majority of the then Trustees, including in connection with the establishment and designation or re-designation of any Class and shall not constitute an amendment of this Declaration. All Shares issued in accordance with the terms hereof, including, without limitation, Shares issued in connection with a dividend or distribution in Shares or a split of Shares, and upon the establishment of any Series or Class shall be fully paid and, except as provided hereinin the last sentence of Section 3.8, nonassessable when the Trust shall be authorized to issue an unlimited number of Shares of each such Series and Class, unless otherwise consideration determined and subject to any conditions set forth, by the Trustees. Trustees (if any) therefor shall have been received by the Trust. (b) Subject to the further provisions of this Article III VI, any restriction set forth in the By-Laws and any applicable requirements of the 1940 ActAct or any applicable exemptive relief issued by the SEC, the Trustees shall have full power and authority, in their sole discretion, and without obtaining any authorization or approval vote of the Shareholders of any Series or ClassClass to: (i) to divide the beneficial interest in each Series or Class into Shares, with or without par value Shares as the Trustees shall determine; (ii) to issue Shares without limitation as to number (including fractional Shares establish, designate, redesignate, classify, reclassify and Shares held in a Series’ treasury), to such Persons and for such amount and type of consideration, including cash or securities, at such time or times and on such terms as the Trustees may deem appropriate; (iii) to establish and designate and to change in any manner any Series or Class with Class—and fix such preferences, voting powers, terms of conversion, rights, duties and privileges and business purpose or investment objective of each Class as the Trustees may from time to time determine, which preferences, voting powers, terms of conversion, rights, duties and privileges and business purpose or investment objective may be different from any existing Series Class; provided, however, that the Trustees may not reclassify or Class and may be limited change outstanding Shares in a manner materially adverse to specified assets Shareholders of such Shares, without obtaining the authorization or liabilities vote of the Trust or profits and losses associated therewithClass of Shareholders that would be materially adversely affected; (iviii) to divide or combine the Shares of the Trust or any Series or Class into a greater or lesser number without thereby materially changing the proportionate beneficial interest of the Shares of the Trust or such Series or Class in the assets held with respect to that Class; (iv) change the Trust or such Series or name of any Class; (v) to classify or reclassify dissolve and terminate any Shares of the Trust or any Series or Class into Shares of one or more Series or Classes (whether the Shares to be classified or reclassified are issued and outstanding or unissued and whether such Shares constitute part or all of the Shares of the Trust or such Series or Class)Classes; and (vi) to take such other action with respect to the Shares of the Trust or any Series or Class Classes as the Trustees may deem desirable. . (c) The ownership establishment and designation of Shares shall be recorded on the books of the Trust or a transfer or similar agent, which books shall be maintained separately for the Shares of each Series or any Class and contain the names and addresses of the Shareholders and the number of Shares of each Series and Class held by each Shareholder. No certificates certifying the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of each Series as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series and Class and as to the number of Shares of the Trust shall be effective upon the adoption by a majority of the then Trustees of a resolution that sets forth such establishment and designation and the relative rights and preferences of each Series and such Class held from time to time by each Shareholder. The Trustees may at any time discontinue the issuance of Share certificates and may, by written notice to each applicable Shareholder, require the surrender of Share certificates to the Trust for cancellation. Such surrender and cancellation shall not affect the ownership of Shares of the Trust, whether directly in such resolution or by reference to another document including, without limitation, any Registration Statement of the Trust, or as otherwise provided in such resolution. (d) With respect to any Class of Shares of the Trust, each such Class shall represent interests in the Trust. Subject to the relevant distinctions permitted among Classes assets of the Trust or any Series and have the same voting, dividend, liquidation and other rights and terms and conditions as established each other Class of Shares of the Trust, except that, subject to applicable law, expenses allocated to a Class may be borne solely by such Class as determined by the Trustees consistent and as provided herein, and a Class may have exclusive voting rights with applicable requirements respect to matters affecting only that Class. (e) To the fullest extent permitted by Section 3804 of the Delaware Statutory Trust Act and subject to the restrictions of the 1940 Act (or and any applicable exemptive orders relief issued by the Commission)SEC, each Share the Trustees may allocate expenses of the Trust to a particular Class or to apportion the same between or among two or more Classes, provided that any Series shall represent an equal beneficial interest in the net assets of the Trust or such Series, and each Shareholder of the Trust or any Series expenses incurred by a particular Class shall be entitled to receive such Shareholder’s pro rata share of distributions of income and capital gains, if any, made with respect to the Trust or such Series. Upon redemption of the Shares of any Series or upon liquidation or termination of any Series, the applicable Shareholder shall be paid payable solely out of the funds and property of such Series of the Trust. Ownership of Shares shall not be deemed assets belonging to establish a contract between the Shareholder and the Trust or any Series. A Shareholder of a particular Series shall not be entitled to participate in a derivative or class action on behalf of any other Series or the Shareholders of any other Series of the Trust. All references to Shares in this Declaration of Trust shall be deemed to be Shares of the Trust and any or all Series or Classes, as the context may require. All provisions herein relating to the Trust shall apply equally to each Series of the trust and each that Class, except as context otherwise requires.

Beneficial Interest. (a) The beneficial interest in of the Trust beneficiaries shall be divided into Shares. The Trust and any Series may have no Classes, may consist of one Class or may be divided into two or more Classes. The number of Shares of the Trust and each Series and Class authorized hereunder is unlimited. The Trust is authorized to issue an unlimited number of transferable shares of beneficial par value $.001 per share. The Trustees may divide Shares into one or more Classes and the Trustees hereby establish the Classes listed in Schedule A hereto and made part hereof. Schedule A may be revised from time to time by resolution of a majority of the then Trustees, including in connection with the establishment and designation or re-designation of any Class and shall not constitute an amendment of this Declaration of Trust. All Shares issued in accordance with the terms hereof, including, without limitation, Shares issued in connection with a dividend or distribution in Shares or a split of Shares, and upon the establishment of any Series or Class shall be fully paid and, except as provided hereinin the last sentence of Section 3.8, nonassessable when the Trust shall be authorized to issue an unlimited number of Shares of each such Series and Class, unless otherwise consideration determined and subject to any conditions set forth, by the Trustees. Trustees (if any) therefor shall have been received by the Trust. (b) Subject to the further provisions of this Article III VI, any restriction set forth in the By-Laws and any applicable requirements of the 1940 ActAct or any applicable exemptive relief issued by the SEC, the Trustees shall have full power and authority, in their sole discretion, and without obtaining any authorization or approval vote of the Shareholders of any Series or ClassClass to: (i) to divide the beneficial interest in each Series or Class into Shares, with or without par value Shares as the Trustees shall determine; (ii) to issue Shares without limitation as to number (including fractional Shares establish, designate, redesignate, classify, reclassify and Shares held in a Series’ treasury), to such Persons and for such amount and type of consideration, including cash or securities, at such time or times and on such terms as the Trustees may deem appropriate; (iii) to establish and designate and to change in any manner any Series or Class with Class—and fix such preferences, voting powers, terms of conversion, rights, duties and privileges and business purpose or investment objective of each Class as the Trustees may from time to time determine, which preferences, voting powers, terms of conversion, rights, duties and privileges and business purpose or investment objective may be different from any existing Series Class; provided, however, that the Trustees may not reclassify or Class and may be limited change outstanding Shares in a manner materially adverse to specified assets Shareholders of such Shares, without obtaining the authorization or liabilities vote of the Trust or profits and losses associated therewithClass of Shareholders that would be materially adversely affected; (iviii) to divide or combine the Shares of the Trust or any Series or Class into a greater or lesser number without thereby materially changing the proportionate beneficial interest of the Shares of the Trust or such Series or Class in the assets held with respect to that Class; (iv) change the Trust or such Series or name of any Class; (v) to classify or reclassify dissolve and terminate any Shares of the Trust or any Series or Class into Shares of one or more Series or Classes (whether the Shares to be classified or reclassified are issued and outstanding or unissued and whether such Shares constitute part or all of the Shares of the Trust or such Series or Class)Classes; and (vi) to take such other action with respect to the Shares of the Trust or any Series or Class Classes as the Trustees may deem desirable. . (c) The ownership establishment and designation of Shares shall be recorded on the books of the Trust or a transfer or similar agent, which books shall be maintained separately for the Shares of each Series or any Class and contain the names and addresses of the Shareholders and the number of Shares of each Series and Class held by each Shareholder. No certificates certifying the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of each Series as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series and Class and as to the number of Shares of the Trust shall be effective upon the adoption by a majority of the then Trustees of a resolution that sets forth such establishment and designation and the relative rights and preferences of each Series and such Class held from time to time by each Shareholder. The Trustees may at any time discontinue the issuance of Share certificates and may, by written notice to each applicable Shareholder, require the surrender of Share certificates to the Trust for cancellation. Such surrender and cancellation shall not affect the ownership of Shares of the Trust, whether directly in such resolution or by reference to another document including, without limitation, any Registration Statement of the Trust, or as otherwise provided in such resolution. (d) With respect to any Class of Shares of the Trust, each such Class shall represent interests in the Trust. Subject to the relevant distinctions permitted among Classes assets of the Trust or any Series and have the same voting, dividend, liquidation and other rights and terms and conditions as established each other Class of Shares of the Trust, except that, subject to applicable law, expenses allocated to a Class may be borne solely by such Class as determined by the Trustees consistent and as provided herein, and a Class may have exclusive voting rights with applicable requirements respect to matters affecting only that Class. (e) To the fullest extent permitted by Section 3804 of the Delaware Statutory Trust Act and subject to the restrictions of the 1940 Act (or and any applicable exemptive orders relief issued by the Commission)SEC, each Share the Trustees may allocate expenses of the Trust to a particular Class or to apportion the same between or among two or more Classes, provided that any Series shall represent an equal beneficial interest in the net assets of the Trust or such Series, and each Shareholder of the Trust or any Series expenses incurred by a particular Class shall be entitled to receive such Shareholder’s pro rata share of distributions of income and capital gains, if any, made with respect to the Trust or such Series. Upon redemption of the Shares of any Series or upon liquidation or termination of any Series, the applicable Shareholder shall be paid payable solely out of the funds and property of such Series of the Trust. Ownership of Shares shall not be deemed assets belonging to establish a contract between the Shareholder and the Trust or any Series. A Shareholder of a particular Series shall not be entitled to participate in a derivative or class action on behalf of any other Series or the Shareholders of any other Series of the Trust. All references to Shares in this Declaration of Trust shall be deemed to be Shares of the Trust and any or all Series or Classes, as the context may require. All provisions herein relating to the Trust shall apply equally to each Series of the trust and each that Class, except as context otherwise requires.

Beneficial Interest. (a) The beneficial interest in of the Trust beneficiaries shall be divided into Shares. The Trust and any Series may have no Classes, may consist of one Class or may be divided into two or more Classes. The number of Shares of the Trust and each Series and Class authorized hereunder is unlimited. The Trust is authorized to issue an unlimited number of transferable shares of beneficial par value $.001 per share. The Trustees may divide Shares into one or more Classes and the Trustees hereby establish the Classes listed in Schedule A hereto and made part hereof. Schedule A may be revised from time to time by resolution of a majority of the then Trustees, including in connection with the establishment and designation or re-designation of any Class and shall not constitute an amendment of this Declaration. All Shares issued in accordance with the terms hereof, including, without limitation, Shares issued in connection with a dividend or distribution in Shares or a split of Shares, and upon the establishment of any Series or Class shall be fully paid and, except as provided hereinin the last sentence of Section 3.8, nonassessable when the Trust shall be authorized to issue an unlimited number of Shares of each such Series and Class, unless otherwise consideration determined and subject to any conditions set forth, by the Trustees. Trustees (if any) therefor shall have been received by the Trust. (b) Subject to the further provisions of this Article III VI, any restriction set forth in the By-Laws and any applicable requirements of the 1940 ActAct or any applicable exemptive relief issued by the SEC, the Trustees shall have full power and authority, in their sole discretion, and without obtaining any authorization or approval vote of the Shareholders of any Series or ClassClass to: (i) to divide the beneficial interest in each Series or Class into Shares, with or without par value Shares as the Trustees shall determine; (ii) to issue Shares without limitation as to number (including fractional Shares establish, designate, redesignate, classify, reclassify and Shares held in a Series’ treasury), to such Persons and for such amount and type of consideration, including cash or securities, at such time or times and on such terms as the Trustees may deem appropriate; (iii) to establish and designate and to change in any manner any Series or Class with Class—and fix such preferences, voting powers, terms of conversion, rights, duties and privileges and business purpose or investment objective of each Class as the Trustees may from time to time determine, which preferences, voting powers, terms of conversion, rights, duties and privileges and business purpose or investment objective may be different from any existing Series Class; provided, however, that the Trustees may not reclassify or Class and may be limited change outstanding Shares in a manner materially adverse to specified assets Shareholders of such Shares, without obtaining the authorization or liabilities vote of the Trust or profits and losses associated therewithClass of Shareholders that would be materially adversely affected; (iviii) to divide or combine the Shares of the Trust or any Series or Class into a greater or lesser number without thereby materially changing the proportionate beneficial interest of the Shares of the Trust or such Series or Class in the assets held with respect to that Class; (iv) change the Trust or such Series or name of any Class; (v) to classify or reclassify dissolve and terminate any Shares of the Trust or any Series or Class into Shares of one or more Series or Classes (whether the Shares to be classified or reclassified are issued and outstanding or unissued and whether such Shares constitute part or all of the Shares of the Trust or such Series or Class)Classes; and (vi) to take such other action with respect to the Shares of the Trust or any Series or Class Classes as the Trustees may deem desirable. . (c) The ownership establishment and designation of Shares shall be recorded on the books of the Trust or a transfer or similar agent, which books shall be maintained separately for the Shares of each Series or any Class and contain the names and addresses of the Shareholders and the number of Shares of each Series and Class held by each Shareholder. No certificates certifying the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of each Series as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series and Class and as to the number of Shares of the Trust shall be effective upon the adoption by a majority of the then Trustees of a resolution that sets forth such establishment and designation and the relative rights and preferences of each Series and such Class held from time to time by each Shareholder. The Trustees may at any time discontinue the issuance of Share certificates and may, by written notice to each applicable Shareholder, require the surrender of Share certificates to the Trust for cancellation. Such surrender and cancellation shall not affect the ownership of Shares of the Trust, whether directly in such resolution or by reference to another document including, without limitation, any Registration Statement of the Trust, or as otherwise provided in such resolution. (d) With respect to any Class of Shares of the Trust, each such Class shall represent interests in the Trust. Subject to the relevant distinctions permitted among Classes assets of the Trust or any Series and have the same voting, dividend, liquidation and other rights and terms and conditions as established each other Class of Shares of the Trust, except that, subject to applicable law, expenses allocated to a Class may be borne solely by such Class as determined by the Trustees consistent and as provided herein, and a Class may have exclusive voting rights with applicable requirements respect to matters affecting only that Class. (e) To the fullest extent permitted by Section 3804 of the Delaware Statutory Trust Act and subject to the restrictions of the 1940 Act (or and any applicable exemptive orders relief issued by the Commission)SEC, each Share the Trustees may allocate expenses of the Trust to a particular Class or to apportion the same between or among two or more Classes, provided that any Series shall represent an equal beneficial interest in the net assets of the Trust or such Series, and each Shareholder of the Trust or any Series expenses incurred by a particular Class shall be entitled to receive such Shareholder’s pro rata share of distributions of income and capital gains, if any, made with respect to the Trust or such Series. Upon redemption of the Shares of any Series or upon liquidation or termination of any Series, the applicable Shareholder shall be paid payable solely out of the funds and property of such Series of the Trust. Ownership of Shares shall not be deemed assets belonging to establish a contract between the Shareholder and the Trust or any Series. A Shareholder of a particular Series shall not be entitled to participate in a derivative or class action on behalf of any other Series or the Shareholders of any other Series of the Trust. All references to Shares in this Declaration of Trust shall be deemed to be Shares of the Trust and any or all Series or Classes, as the context may require. All provisions herein relating to the Trust shall apply equally to each Series of the trust and each that Class, except as context otherwise requires.

Beneficial Interest. (a) The beneficial interest in of the Trust beneficiaries shall be divided into Shares. The Trust and any Series may have no Classes, may consist of one Class or may be divided into two or more Classes. The number of Shares of the Trust and each Series and Class authorized hereunder is unlimited. The Trust is authorized to issue an unlimited number of transferable shares of beneficial par value $.001 per share. The Trustees may divide Shares into one or more Classes and the Trustees hereby establish the Classes listed in Schedule A hereto and made part hereof. Schedule A may be revised from time to time by resolution of a majority of the then Trustees, including in connection with the establishment and designation or re-designation of any Class and shall not constitute an amendment of this Declaration. All Shares issued in accordance with the terms hereof, including, without limitation, Shares issued in connection with a dividend or distribution in Shares or a split of Shares, and upon the establishment of any Series or Class shall be fully paid and, except as provided hereinin the last sentence of Section 3.8, nonassessable when the Trust shall be authorized to issue an unlimited number of Shares of each such Series and Class, unless otherwise consideration determined and subject to any conditions set forth, by the Trustees. Trustees (if any) therefor shall have been received by the Trust. (b) Subject to the further provisions of this Article III VI, any restriction set forth in the By-Laws and any applicable requirements of the 1940 ActAct or any applicable exemptive relief issued by the SEC, the Trustees shall have full power and authority, in their sole discretion, and without obtaining any authorization or approval vote of the Shareholders of any Series or ClassClass to: (i) to divide the beneficial interest in each Series or Class into Shares, with or without par value Shares as the Trustees shall determine; (ii) to issue Shares without limitation as to number (including fractional Shares establish, designate, redesignate, classify, reclassify and Shares held in a Series’ treasury), to such Persons and for such amount and type of consideration, including cash or securities, at such time or times and on such terms as the Trustees may deem appropriate; (iii) to establish and designate and to change in any manner any Series or Class with Class—and fix such preferences, voting powers, terms of conversion, rights, duties and privileges and business purpose or investment objective of each Class as the Trustees may from time to time determine, which preferences, voting powers, terms of conversion, rights, duties and privileges and business purpose or investment objective may be different from any existing Series Class; provided, however, that the Trustees may not reclassify or Class and may be limited change outstanding Shares in a manner materially adverse to specified assets Shareholders of such Shares, without obtaining the authorization or liabilities vote of the Trust or profits and losses associated therewithClass of Shareholders that would be materially adversely affected; (iviii) to divide or combine the Shares of the Trust or any Series or Class into a greater or lesser number without thereby materially changing the proportionate beneficial interest of the Shares of the Trust or such Series or Class in the assets held with respect to that Class; (iv) change the Trust or such Series or name of any Class; (v) to classify or reclassify dissolve and terminate any Shares of the Trust or any Series or Class into Shares of one or more Series or Classes (whether the Shares to be classified or reclassified are issued and outstanding or unissued and whether such Shares constitute part or all of the Shares of the Trust or such Series or Class)Classes; and (vi) to take such other action with respect to the Shares of the Trust or any Series or Class Classes as the Trustees may deem desirable. . (c) The ownership establishment and designation of Shares shall be recorded on the books of the Trust or a transfer or similar agent, which books shall be maintained separately for the Shares of each Series or any Class and contain the names and addresses of the Shareholders and the number of Shares of each Series and Class held by each Shareholder. No certificates certifying the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of each Series as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series and Class and as to the number of Shares of the Trust shall be effective upon the adoption by a majority of the then Trustees of a resolution that sets forth such establishment and designation and the relative rights and preferences of each Series and such Class held from time to time by each Shareholder. The Trustees may at any time discontinue the issuance of Share certificates and may, by written notice to each applicable Shareholder, require the surrender of Share certificates to the Trust for cancellation. Such surrender and cancellation shall not affect the ownership of Shares of the Trust, whether directly in such resolution or by reference to another document including, without limitation, any Registration Statement of the Trust, or as otherwise provided in such resolution. (d) With respect to any Class of Shares of the Trust, each such Class shall represent interests in the Trust. Subject to the relevant distinctions permitted among Classes assets of the Trust or any Series and have the same voting, dividend, liquidation and other rights and terms and conditions as established each other Class of Shares of the Trust, except that, subject to applicable law, expenses allocated to a Class may be borne solely by such Class as determined by the Trustees consistent and as provided herein, and a Class may have exclusive voting rights with applicable requirements respect to matters affecting only that Class. (e) To the fullest extent permitted by the Delaware Statutory Trust Act and subject to the restrictions of the 1940 Act (or and any applicable exemptive orders relief issued by the Commission)SEC, each Share the Trustees may allocate expenses of the Trust to a particular Class or to apportion the same between or among two or more Classes, provided that any Series shall represent an equal beneficial interest in the net assets of the Trust or such Series, and each Shareholder of the Trust or any Series expenses incurred by a particular Class shall be entitled to receive such Shareholder’s pro rata share of distributions of income and capital gains, if any, made with respect to the Trust or such Series. Upon redemption of the Shares of any Series or upon liquidation or termination of any Series, the applicable Shareholder shall be paid payable solely out of the funds and property of such Series of the Trust. Ownership of Shares shall not be deemed assets belonging to establish a contract between the Shareholder and the Trust or any Series. A Shareholder of a particular Series shall not be entitled to participate in a derivative or class action on behalf of any other Series or the Shareholders of any other Series of the Trust. All references to Shares in this Declaration of Trust shall be deemed to be Shares of the Trust and any or all Series or Classes, as the context may require. All provisions herein relating to the Trust shall apply equally to each Series of the trust and each that Class, except as context otherwise requires.