Common use of Division of Beneficial Interest Clause in Contracts

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into Shares, all without par value. The number of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares of the Trust, or any Series or class thereof, from time to time for such consideration (but not less than the net asset value thereof) and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new or additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series. Such division or combination may not materially change the proportionate beneficial interests of the Shares of that Series in the Trust Property held with respect to that Series or materially affect the rights of Shares of any other Series. Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Shares of the Trust to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generally.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into an unlimited number of Shares, all without with a par valuevalue of $ .001 per Share unless the Trustees shall designate another par value in connection with the issuance of Shares or with respect to outstanding Shares as provided in Section 5 of this Article III. The number of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined determined, by the Board of Trustees without the requirement of Shareholder approvalTrustees. If no separate Series shall be established or classes if only one Series shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares of the Trust, or any Series or class thereof, from time to time for such consideration (but not less than the net asset value thereof) and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and holders of the Shareholders Shares of any Series shall be entitled to receive dividends and distributionsdividends, when, if and as declared with respect thereto in the manner provided in Article IVVI, Section 3 1 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereofotherwise. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series (or class) from the Trust Property assets held with respect to such Series according to the number of Shares of such class of such Series (or class) held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new or any additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular a Series into a greater or lesser number of Shares of that Series. Such division or combination may not such Series without thereby materially change changing the proportionate beneficial interests interest of the such Shares of that Series in the Trust Property assets held with respect to that Series or materially affect affecting the rights of Shares of any other Series. Any Trustee, officer or other agent All references to Shares in this Declaration of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Trust shall be deemed to be Shares of the Trust and of any or all Series or classes thereof, as the context may require. All provisions herein relating to the same extent as if such Person were not a Trustee, officer or other agent Trust shall apply equally to each Series of the Trust; Trust and each class thereof, except as the Trust may issue context otherwise requires. All Shares issued hereunder, including Shares issued in connection with a dividend in Shares or a split or reverse split of Shares, shall be fully paid and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallynon-assessable.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into Shares, all without par value. The number of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares of the Trust, or any Series or class thereof, from time to time for such consideration (but not less than the net asset value thereof) and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new or additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series. Such division or combination may not materially change the proportionate beneficial interests of the Shares of that Series in the Trust Property held with respect to that Series or materially affect the rights of Shares of any other Series. Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Shares of the Trust to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generally.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, all each Share without a par value. The number of Shares in the Trust authorized hereunder hereunder, and of each Series and Class as may be established from time to time, is unlimited. The Board of Trustees may authorize the division of Shares into separate Classes of Shares and into separate and distinct Series of Shares and the division of any Series into separate classes Classes of SharesShares in accordance with the 1940 Act. The different Series and classes Classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes Classes of Series shall be established, the Shares shall have the rights rights, powers and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. (i) The fact that the Trust shall have one or more established and designated Classes of the Trust, shall not limit the authority of the Board of Trustees to establish and designate additional Classes of the Trust. The fact that one or more Classes of the Trust shall have initially been established and designated without any specific establishment or designation of a Series (i.e., that all Shares of the Trust are initially Shares of one or more Classes) shall not limit the authority of the Board of Trustees to later establish and designate a Series and establish and designate the Class or Classes of the Trust as Class or Classes, respectively, of such Series. (ii) The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said Series. The fact that a Series shall have more than one established and designated classClass, shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said Series, or to establish and designate separate classes of the previously established and designated classes. . (b) The Board of Trustees shall have the power to issue authorized, but unissued Shares of the Trust, or any Series or class and Class thereof, from time to time for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities or other property, as may be fixed determined from time to time pursuant to the direction of by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees Trustees, on behalf of the Trust, may acquire and hold as treasury shares, reissue for such consideration and on such terms as they it may determine, or cancel, at their its discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify classify, reclassify or reclassify convert any unissued Shares or any Shares of the Trust or any Series or Class thereof, that were previously issued and reacquired of any Series or class are reacquired, into one or more Series or classes Classes that may be established and designated from time to timetime and, in connection therewith, cause some or all of the Shareholders of the Trust, such Series or Class to become Shareholders of such other Series or Class. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized, but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Board of Trustees may from time to time divide or combine the Shares of the Trust or any particular Series thereof into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property at the time of such division or combination that is held with respect to the Trust or that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares of in the Trust or any Series and Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyherein and the 1940 Act.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, all each Share without a par value. The number of Shares in the Trust authorized hereunder hereunder, and of each Series and Class as may be established from time to time, is unlimited. The Board of Trustees may authorize the division of Shares into separate Classes of Shares and into separate and distinct Series of Shares and the division of any Series into separate classes Classes of SharesShares in accordance with the 1940 Act. The different Series and classes Classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes Classes of Series shall be established, the Shares shall have the rights rights, powers and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. (i) The fact that the Trust shall have one or more established and designated Classes of the Trust, shall not limit the authority of the Board of Trustees to establish and designate additional Classes of the Trust. The fact that one or more Classes of the Trust shall have initially been established and designated without any specific establishment or designation of a Series (i.e., that all Shares of the Trust are initially Shares of one or more Classes) shall not limit the authority of the Board of Trustees to later establish and designate a Series and establish and designate the Class or Classes of the Trust as Class or Classes, respectively, of such Series. (ii) The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said Series. The fact that a Series shall have more than one established and designated classClass, shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said Series, or to establish and designate separate classes of the previously established and designated classes. . (b) The Board of Trustees shall have the power to issue authorized, but unissued Shares of beneficial interest of the Trust, or any Series or class and Class thereof, from time to time for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities or other property, as may be fixed determined from time to time pursuant to the direction of by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees Trustees, on behalf of the Trust, may acquire and hold as treasury shares, reissue for such consideration and on such terms as they it may determine, or cancel, at their its discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares shares of beneficial interest or any Shares shares of beneficial interest of the Trust or any Series or Class thereof, that were previously issued and reacquired of any Series or class are reacquired, into one or more Series or classes Classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized, but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Board of Trustees may from time to time divide or combine the Shares of the Trust or any particular Series thereof into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property at the time of such division or combination that is held with respect to the Trust or that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares of beneficial interest in the Trust or any Series and Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyherein and the 1940 Act.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into Shares, all without par value. The number of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares of the Trust, or any Series or class thereof, from time to time for such consideration (but not less than the net asset value thereof) and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIIIIX, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new or additional Shares or other securities issued by the Trust or any SeriesShares. The Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series. Such division or combination may not materially change the proportionate beneficial interests of the Shares of that Series in the Trust Property held with respect to that Series or materially affect the rights of Shares of any other Series. Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Shares of the Trust to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generally.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into Shares, all without par value. The number of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares of the Trust, or any Series or class thereof, from time to time for such consideration (but not less than the net asset value thereof) and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIIIIX, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new or additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series. Such division or combination may not materially change the proportionate beneficial interests of the Shares of that Series in the Trust Property held with respect to that Series or materially affect the rights of Shares of any other Series. Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Shares of the Trust to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generally.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times may be divided into Sharesone or more Series. Each Series may be divided into one or more Classes. Subject to the further provisions of this Article III and any applicable requirements of the 1940 Act, all the Trustees shall have full power and authority, in their sole discretion, and without par value. The number obtaining the approval of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division Shareholders of any Series into separate classes of Shares. The different Series and classes shall be established and designatedor Class thereof, and (i) to divide the variations beneficial interest in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Trust or in each Series or classes shall be establishedClass thereof into Shares, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (with or without par value as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power determine, (ii) to issue Shares of the Trustwithout limitation as to number (including fractional Shares), or any Series or class thereof, from time to time such Persons and for such consideration (but not less than the net asset value thereof) amount and in type of consideration, including cash or securities, at such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration or times and on such terms as they the Trustees may determinedeem appropriate, (iii) to establish and designate and to change in any manner any Series or cancelClass thereof and to fix such preferences, at their discretion voting powers, rights, duties and privileges and business purpose of each Series or Class thereof as the Trustees may from time to timetime determine, which preferences, voting powers, rights, duties and privileges may be senior or subordinate to (or in the case of business purpose, different from) any existing Series or Class thereof and may be limited to specified property or obligations of the Trust or profits and losses associated with specified property or obligations of the Trust, (iv) to divide or combine the Shares of any Series reacquired by the Trust. or Class thereof into a greater or lesser number, or issue dividends in Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to Shares of any Series or Class, without thereby materially changing the Shares. The Board proportionate beneficial interest of Trustees may the Shares of such Series or Class in the assets held with respect to that Series or Class thereof, (v) to classify or reclassify any unissued issued Shares or any Shares previously issued and reacquired of any Series or class Class thereof into Shares of one or more Series or classes that may be established Classes thereof and designated from time (vi) to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, take such other action with respect to the Shares as the Trustees may deem desirable. Except as provided in this Declaration of any other Trust or in the resolution establishing a Class or Series consistent with the requirements of the 1940 Act, each Share of a Series of the Trust or shall represent an equal beneficial interest in the net assets of such Series, and each holder of Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and the Shareholders of any a Series shall be entitled to receive dividends such holder's pro rata share of distributions of income and distributions, whencapital gains, if and as declared with respect thereto in the manner provided in Article IVany, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to Series. Upon redemption of the number of Shares of such class any Series or Class thereof, the applicable Shareholder shall be entitled to be paid solely out of, the funds and property of such Series held of record the Trust. All references to Shares in this Declaration of Trust shall be deemed to be Shares of any or all Series or Classes thereof, except as the context otherwise requires. All provisions herein relating to the Trust shall apply equally to each Series of the Trust and each Class thereof, except as the context otherwise requires. All Shares issued hereunder, including, without limitation, Shares issued in connection with a dividend in Shares or a split or reverse split of Shares, shall be fully paid and non-assessable. Except as otherwise provided by such Shareholders on the record date for any dividend or distribution. Trustees, Shareholders shall have no appraisal, preemptive or other right to subscribe to new or any additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series. Such division or combination may not materially change the proportionate beneficial interests of the Shares of that Series in the Trust Property held with respect to that Series or materially affect the rights of Shares of any other Series. Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Shares of the Trust to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generally.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into an unlimited number of Shares, all without with a par valuevalue of $ .001 per Share unless the Trustees shall designate another par value in connection with the issuance of Shares or with respect to outstanding Shares as provided in Section 5 of this Article III. The number of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined determined, by the Board of Trustees without the requirement of Shareholder approvalTrustees. If no separate Series shall be established or classes if only one Series shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares of the Trust, or any Series or class thereof, from time to time for such consideration (but not less than the net asset value thereof) and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and holders of the Shareholders Shares of any Series shall be entitled to receive dividends and distributionsdividends, when, if and as declared with respect thereto in the manner provided in Article IVVI, Section 3 1 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereofotherwise. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series (or class) from the Trust Property assets held with respect to such Series according to the number of Shares of such class of such Series (or class) held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new or any additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular a Series into a greater or lesser number of Shares of that Series. Such division or combination may not such Series without thereby materially change changing the proportionate beneficial interests interest of the such Shares of that Series in the Trust Property assets held with respect to that Series or materially affect affecting the rights of Shares of any other Series. Any Trustee, officer or other agent All references to Shares in this Declaration of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Trust shall be deemed to be Shares of the Trust and of any or all Series or classes thereof, as the context may require. All provisions herein relating to the same extent as if such Person were not a Trustee, officer or other agent Trust shall apply equally to each Series of the Trust; Trust and each class thereof, except as the Trust may issue context otherwise requires. All Shares issued hereunder, including Xxxxxx issued in connection with a dividend in Shares or a split or reverse split of Shares, shall be fully paid and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallynon-assessable.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, all each Share without a par value. The number of Shares in the Trust authorized hereunder under the Original Declaration of Trust and authorized hereunder, and of each Series and Class as may be established from time to time, is unlimited. The Board of Trustees may authorize the division of Shares into separate Classes of Shares and into separate and distinct Series of Shares and the division of any Series into separate classes Classes of SharesShares in accordance with the 1940 Act. The different As of the effective date of this Declaration of Trust, any new Series and classes Classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes Classes of Series shall be established, the Shares shall have the rights rights, powers and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. (i) The fact that the Trust shall have one or more established and designated Classes of the Trust, shall not limit the authority of the Board of Trustees to establish and designate additional Classes of the Trust. The fact that one or more Classes of the Trust shall have initially been established and designated without any specific establishment or designation of a Series (i.e., that all Shares of the Trust are initially Shares of one or more Classes) shall not limit the authority of the Board of Trustees to later establish and designate a Series and establish and designate the Class or Classes of the Trust as Class or Classes, respectively, of such Series. (ii) The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said Series. The fact that a Series shall have more than one established and designated classClass, shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said Series, or to establish and designate separate classes of the previously established and designated classes. . (b) The Board of Trustees shall have the power to issue authorized, but unissued Shares of beneficial interest of the Trust, or any Series or class and Class thereof, from time to time for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities or other property, as may be fixed determined from time to time pursuant to the direction of by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees Trustees, on behalf of the Trust, may acquire and hold as treasury shares, reissue for such consideration and on such terms as they it may determine, or cancel, at their its discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares of beneficial interest or any Shares of beneficial interest of the Trust or any Series or Class thereof, that were previously issued and reacquired of any Series or class are reacquired, into one or more Series or classes Classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized, but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Board of Trustees may from time to time divide or combine the Shares of the Trust or any particular Series thereof into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property at the time of such division or combination that is held with respect to the Trust or that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares of beneficial interest in the Trust or any Series and Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyherein and the 1940 Act.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into Shares, all without par value. The number of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares of the Trust, or any Series or class thereof, from time to time for such consideration (but not less than the net asset value thereof) and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelledcanceled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 1 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of or Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new or additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series. Such division or combination may not materially change the proportionate beneficial interests of the Shares of that Series in the Trust Property held with respect to that Series or materially affect the rights of Shares of any other Series. Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Shares of the Trust to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generally.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into an unlimited number of Shares, all without with no par valuevalue per Share. The number All Shares when issued hereunder on the terms determined by the Trustees shall be fully paid and non-assessable. As permitted by Section 3806(b)(1) of Shares authorized hereunder is unlimited. The Board of the Delaware Act, the Trustees may authorize the division of Shares into separate and distinct Series and Classes of common Shares without the division vote of any Series into separate classes of Shareholders (the “Common Shares”). The different Series and classes shall be established and designatedTrust may also, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board from time to time, issue a Class of Trustees without the requirement an unlimited number of Shareholder approval. If no separate Series or classes shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue preferred Shares of the Trust, or any Series or class thereofno par value (the “Preferred Shares”), from time to time having the powers, preferences, rights, qualifications, limitations and restrictions described in this Declaration Trust. The Trustees may establish investor eligibility requirements for such consideration (but not less than the net asset value thereof) and in such form as may be fixed from time to time pursuant to the direction purchase of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article IIIIII and the resolutions adopted by the Board of Trustees in the establishment of such Shares, each Share shall have voting rights as provided in Article V hereof, and holders of the Shareholders of any Series Shares shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IVVI, Section 3 1 hereof. No Subject to the resolutions adopted by the Board of Trustees in the establishment of such Shares, no Share shall have any priority or preference over any other Share of the same Series or class Class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution termination of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All Subject to the resolutions adopted by the Board of Trustees in the establishment of such Shares, all dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series Class according to the number of Shares of such class of such Series Class held of record by such Shareholders Shareholder on the record date for any dividend or distributiondistribution or on the date of termination, as the case may be. Subject to the resolutions adopted by the Board of Trustees in the establishment of such Shares, Shareholders shall have no preemptive or other right to subscribe to new or any additional Shares or other securities issued by the Trust or any SeriesTrust. The Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series. Such division or combination may not without thereby materially change changing the proportionate beneficial interests interest of the Shares of that Series in the Trust Property held with respect to that Series or materially affect the rights of Shares of any other Series. Any Trustee, officer or other agent assets of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Shares of the Trust to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generally.

Division of Beneficial Interest. The Shares of the Trust shall be issued in one or more series as the Trustees may, without Shareholder approval, authorize from time to time. Each series shall be preferred over all other series in respect of the assets allocated to that series as hereinafter provided. The beneficial interest in the Trust each series shall at all times be divided into Shares, all Shares (without par value) of such series, each of which shall, except as provided in the following sentence, represent an equal proportionate interest in such series with each other Share of the same series, none having priority or preference over another Share of the same series. The Trustees may, without Shareholder approval, divide the Shares of any series into two or more classes, Shares of each such class having such preferences and special or relative rights or privileges (including conversion rights, if any) as the Trustees may determine. The number of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designatedunlimited, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares of the Trust, or any Series or class thereof, from time to time for such consideration (but not less than the net asset value thereof) and in such form as so authorized may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired represented in part by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the fractional Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new or additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares shares of any particular Series series or class into a greater or lesser number of Shares of that Series. Such division or combination may not materially change without thereby changing the proportionate beneficial interests in the series or class. Without limiting the authority of the Shares of that Series Trustees set forth in this Section 1 to establish and designate any further series or class, the Trust Property held with respect to that Series or materially affect the rights Trustees hereby establish and designate one series of Shares to be known as the "Initial Portfolio." The establishment and designation of any other Series. Any Trustee, officer series or other agent class of Shares in addition to the foregoing shall be effective upon the execution by a majority of the Trustthen Trustees of an instrument setting forth such establishment and designation and the relative rights and preferences of such series or class. As provided in Article IX, and Section 1 hereof, any organization in which series or class of Shares (whether or not there shall then be Shares outstanding of said series or class) may be terminated by the Trustees by written notice to the Shareholders of such series or class or by the vote of the Shareholders of such series or class entitled to vote more than fifty percent (50%) of the votes entitled to be cast on the matter. In the event of any such Person is interestedtermination, may acquire, own, hold and dispose of Shares a majority of the Trust to then Trustees shall execute an instrument setting forth the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase termination of such Shares generallyseries or class.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, all each Share without a par value. The number of Shares in the Trust authorized hereunder hereunder, and of each Series and Class as may be established from time to time, is unlimited. The Board of Trustees may authorize the division of Shares into separate Classes of Shares and into separate and distinct Series of Shares and the division of any Series into separate classes Classes of SharesShares in accordance with this Declaration of Trust and, when applicable, the 0000 Xxx. The different Series and classes Classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes Classes of Series shall be established, the Shares shall have the rights rights, powers and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. (i) The fact that the Trust shall have one or more established and designated Classes of the Trust, shall not limit the authority of the Board of Trustees to establish and designate additional Classes of the Trust. The fact that one or more Classes of the Trust shall have initially been established and designated without any specific establishment or designation of a Series (i.e., that all Shares of the Trust are initially Shares of one or more Classes) shall not limit the authority of the Board of Trustees to later establish and designate a Series and establish and designate the Class or Classes of the Trust as Class or Classes, respectively, of such Series. (ii) The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said Series. The fact that a Series shall have more than one established and designated classClass, shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said Series, or to establish and designate separate classes of the previously established and designated classes. . (b) The Board of Trustees shall have the power to issue authorized, but unissued Shares of the Trust, or any Series or class and Class thereof, from time to time for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities or other property, as may be fixed determined from time to time pursuant to the direction of by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees may hold as treasury sharesclassify, reissue for such consideration and on such terms as they may determine, reclassify or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify convert any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes Classes that may be established and designated from time to timetime and, in connection therewith, cause some or all of the Shareholders of the Trust, such Series or Class to become Shareholders of such other Series or Class. The Trust shall not hold treasury shares. Shares of a Series that are reacquired by that Series shall be cancelled. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized, but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Board of Trustees may from time to time divide or combine the Shares of the Trust or any particular Series thereof into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property at the time of such division or combination that is held with respect to the Trust or that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares of in the Trust or any Series and Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyherein and the 1940 Act.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times may be divided into Sharesone or more Series. Each Series may be divided into one or more Classes. Subject to the further provisions of this Article III and any applicable requirements of the 1940 Act, all the Trustees shall have full power and authority, in their sole discretion, and without par value. The number obtaining the approval of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division Shareholders of any Series into separate classes of Shares. The different Series and classes shall be established and designatedor Class thereof, and (i) to divide the variations beneficial interest in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Trust or in each Series or classes shall be establishedClass thereof into Shares, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (with or without par value as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power determine, (ii) to issue Shares of the Trustwithout limitation as to number (including fractional Shares), or any Series or class thereof, from time to time such Persons and for such consideration (but not less than the net asset value thereof) amount and in type of consideration, including cash or securities, at such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration or times and on such terms as they the Trustees may determinedeem appropriate, (iii) to establish and designate and to change in any manner any Series or cancelClass thereof and to fix such preferences, at their discretion voting powers, rights, duties and privileges and business purpose of each Series or Class thereof as the Trustees may from time to timetime determine, which preferences, voting powers, rights, duties and privileges may be senior or subordinate to (or in the case of business purpose, different from) any existing Series or Class thereof and may be limited to specified property or obligations of the Trust or profits and losses associated with specified property or obligations of the Trust, (iv) to divide or combine the Shares of any Series reacquired by the Trust. or Class thereof into a greater or lesser number, or issue dividends in Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to Shares of any Series or Class, without thereby materially changing the Shares. The Board proportionate beneficial interest of Trustees may the Shares of such Series or Class in the assets held with respect to that Series or Class thereof, (v) to classify or reclassify any unissued issued Shares or any Shares previously issued and reacquired of any Series or class Class thereof into Shares of one or more Series or classes that may be established Classes thereof and designated from time (vi) to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, take such other action with respect to the Shares as the Trustees may deem desirable. Except as provided in this Declaration of any other Trust or in the resolution establishing a Class or Series consistent with the requirements of the 1940 Act, each Share of a Series of the Trust or shall represent an equal beneficial interest in the net assets of such Series, and each holder of Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and the Shareholders of any a Series shall be entitled to receive dividends such holder’s pro rata share of distributions of income and distributions, whencapital gains, if and as declared with respect thereto in the manner provided in Article IVany, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to Series. Upon redemption of the number of Shares of such class any Series or Class thereof, the applicable Shareholder shall be entitled to be paid solely out of, the funds and property of such Series held of record the Trust. All references to Shares in this Declaration of Trust shall be deemed to be Shares of any or all Series or Classes thereof, except as the context otherwise requires. All provisions herein relating to the Trust shall apply equally to each Series of the Trust and each Class thereof, except as the context otherwise requires. All Shares issued hereunder, including, without limitation, Shares issued in connection with a dividend in Shares or a split or reverse split of Shares, shall be fully paid and non-assessable. Except as otherwise provided by such Shareholders on the record date for any dividend or distribution. Trustees, Shareholders shall have no appraisal, preemptive or other right to subscribe to new or any additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series. Such division or combination may not materially change the proportionate beneficial interests of the Shares of that Series in the Trust Property held with respect to that Series or materially affect the rights of Shares of any other Series. Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Shares of the Trust to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generally.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times Trustees may, without Shareholder approval, authorize one or more classes of Shares (which classes may be divided into Sharestwo or more series), all with Shares of each such class or series having such par value and such preferences, voting powers, terms of redemption, if any, and special or relative rights or privileges (including conversion rights, if any) as the Trustees may determine. Subject to applicable law, the Trustees may, without par valueShareholder approval, authorize the Trust to issue subscription or other rights representing interests in Shares to existing Shareholders or other persons subject to such terms and conditions as the Trustees may determine. The number of Shares of each class or series authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designatedunlimited, except as the Bylaws may otherwise provide, and the variations Shares so authorized may be represented in part by fractional shares. The Trustees may without Shareholder approval from time to time divide or combine the Shares of any class or series into a greater or lesser number without thereby changing the proportionate beneficial interest in the relative class or series. The Shares shall initially be divided into one class, a class of an unlimited number of Common Shares, $0.001 par value (the "Common Shares"), having the powers, preferences, rights, qualifications, limitations and restrictions described below. The Trust may also, from time to time, issue a class of an unlimited number of preferred shares, (the "Preferred Shares"), having the powers, preferences, rights, qualifications, limitations and restrictions as the Trustees may determine. (i) Subject to the rights and preferences as between of the different Series and classes holders of the Preferred Shares, if any, in the event of the termination of the Trust the holders of the Common Shares shall be fixed entitled to receive pro rata the net distributable assets of the Trust. (ii) The holders of the Common Shares shall not, as such holders, have any right to acquire, purchase or subscribe for any Common Shares or securities of the Trust which it may hereafter issue or sell, other than such right, if any, as the Trustees in their discretion may determine. (iii) Subject to the rights of the holders of the Preferred Shares, if any, dividends or other distributions, when, as and determined if declared by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes Trustees, shall be established, shared equally by the holders of Common Shares on a share for share basis. The Trustees may direct that any dividends or other distributions or any portion thereof as declared and distributed shall have the rights and preferences provided for herein and be paid in Article III, Section 6 hereof cash to the extent relevant holder, or, alternatively, may direct that any such dividends be reinvested in full and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue fractional Shares of the Trust, or any Series or class thereof, from time to time for such consideration . (but not less than the net asset value thereofiv) and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury sharesshares (of the same or some other series), reissue for such consideration and on such terms as they may determine, or cancel, cancel any Common Shares of any series reacquired by the Trust at their discretion from time to time, . Shares shall not entitle the Shareholder to any Shares title in or to the whole or any part of any Series reacquired by the Trust. . (v) Common Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated issued from time to time. Notwithstanding , without the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series vote of the Trust Shareholders (or, if the Trustees in their sole discretion deem advisable, with a vote of Shareholders), either for cash or Shares of for such other consideration (which may be in any one or more instances a certain specified consideration or certain specified considerations) and on such terms as the TrustTrustees, and such Shares shall not be deemed treasury shares or cancelled. Subject from time to the provisions of Section 6 of this Article IIItime, each Share shall have voting rights as provided in Article V hereofmay deem advisable, and the Shareholders Trust may in such manner acquire other assets (including the acquisition of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new or additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series. Such division or combination may not materially change the proportionate beneficial interests of the Shares of that Series in the Trust Property held with respect to that Series or materially affect the rights of Shares of any other Series. Any Trustee, officer or other agent of the Trustassets subject to, and any organization in which any such Person is interested, connection with the assumption of liabilities). (vi) The Trust may acquire, own, hold and dispose of issue Common Shares of the Trust in fractional denominations to the same extent as if such Person were not a Trusteeits whole Shares, officer or other agent and Shares in fractional denominations shall be Common Shares having proportionately to the respective fractions represented thereby all the rights of whole Shares, including, without limitation, the right to vote, the right to receive dividends and distributions and the right to participate upon termination of the Trust; and , but excluding the Trust may issue and sell or cause right to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyreceive a certificate representing fractional Shares.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, all each Share without a par value. The number of Shares in the Trust authorized hereunder hereunder, and of each Series and Class as may be established from time to time, is unlimited. The Board of Trustees may authorize the division of Shares into separate Classes of Shares and into separate and distinct Series of Shares and the division of any Series into separate classes Classes of SharesShares in accordance with this Declaration of Trust and, when applicable, the 0000 Xxx. The different Series and classes Classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes Classes of Series shall be established, the Shares shall have the rights rights, powers and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. (i) The fact that the Trust shall have one or more established and designated Classes of the Trust, shall not limit the authority of the Board of Trustees to establish and designate additional Classes of the Trust. The fact that one or more Classes of the Trust shall have initially been established and designated without any specific establishment or designation of a Series (i.e., that all Shares of the Trust are initially Shares of one or more Classes) shall not limit the authority of the Board of Trustees to later establish and designate a Series and establish and designate the Class or Classes of the Trust as Class or Classes, respectively, of such Series. (ii) The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said Series. The fact that a Series shall have more than one established and designated classClass, shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said Series, or to establish and designate separate classes of the previously established and designated classes. . (b) The Board of Trustees shall have the power to issue authorized, but unissued Shares of beneficial interest of the Trust, or any Series or class and Class thereof, from time to time for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities or other property, as may be fixed determined from time to time pursuant to the direction of by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees Trustees, on behalf of the Trust, may acquire and hold as treasury shares, reissue for such consideration and on such terms as they it may determine, or cancel, at their its discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares of beneficial interest or any Shares of beneficial interest of the Trust or any Series or Class thereof, that were previously issued and reacquired of any Series or class are reacquired, into one or more Series or classes Classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized, but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Board of Trustees may from time to time divide or combine the Shares of the Trust or any particular Series thereof into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property at the time of such division or combination that is held with respect to the Trust or that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares of beneficial interest in the Trust or any Series and Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyherein and the 1940 Act.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into one or more Series. Each Series may be divided into two or more Classes. Subject to the further 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 vote of the Shareholders of any Series or Class thereof, (i) to divide the beneficial interest in each Series or Class thereof into an unlimited amount of Shares, all with or without par value. The number of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power determine, (ii) to issue Shares of the Trustwithout limitation as to number (including fractional Shares), or any Series or class thereof, from time to time such Persons and for such consideration (but not less than amount and type of consideration, subject to any restriction set forth in the net asset value thereof) and in By-Laws, including cash or securities, at such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration or times and on such terms as they the Trustees may determinedeem appropriate, (iii) to establish and designate and to change in any manner any Series or cancelClass thereof and to fix such preferences, at their discretion voting powers, rights, duties and privileges and business purpose of each Series or Class thereof as the Trustees may from time to timetime determine, which preferences, voting powers, rights, duties and privileges may be senior or subordinate to (or in the case of business purpose, different from) any existing Series or Class thereof and may be limited to specified property or obligations of the Trust or profits and losses associated with specified property or obligations of the Trust, (iv) to divide or combine the Shares or any Series or Class thereof into a greater or lesser number without thereby materially changing the proportionate beneficial interest of the Shares of such Series or Class in the assets held with respect to that Series or Class, (v) to classify or reclassify any issued Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board Class thereof into shares of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established Classes thereof, and designated from time (vi) to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, take such other action with respect to the Shares as the Trustees may deem desirable. Subject to the distinctions permitted among Classes of any other the same Series as established by the Trustees consistent with the requirements of the 1940 Act, each Share of a Series of the Trust or shall represent an equal beneficial interest in the net assets of such Series, and each holder of Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and the Shareholders of any a Series shall be entitled to receive dividends such holder’s pro rata share of distributions of income and distributions, whencapital gains, if and as declared with respect thereto in the manner provided in Article IVany, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to Series. Upon redemption of the number of Shares of such class any Series, the applicable Shareholder shall be paid solely out of the funds and property of such Series held of record the Trust. All references to Shares in this Declaration of Trust shall be deemed to be Shares of any or all Series or Classes thereof, as the context may require. All provisions herein relating to the Trust shall apply equally to each Series of the Trust and each Class thereof, except as the context otherwise requires. All Shares issued hereunder, including, without limitation, Shares issued in connection with a dividend paid in Shares or a split or reverse split of Shares, shall be fully paid and non-assessable. Except as otherwise provided by such Shareholders on the record date for any dividend or distribution. Trustees, Shareholders shall have no preemptive or other right to subscribe to new or any additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series. Such division or combination may not materially change the proportionate beneficial interests of the Shares of that Series in the Trust Property held with respect to that Series or materially affect the rights of Shares of any other Series. Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Shares of the Trust to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generally.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, all each Share without a par value. The number of Shares in the Trust authorized hereunder hereunder, and of each Series and Class as may be established from time to time, is unlimited. The Board of Trustees may authorize the division of Shares into separate Classes of Shares and into separate and distinct Series of Shares and the division of any Series into separate classes Classes of SharesShares in accordance with this Declaration of Trust and, when applicable, the 1940 Act. The different Series and classes Classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes Classes of Series shall be established, the Shares shall have the rights rights, powers and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. (i) The fact that the Trust shall have one or more established and designated Classes of the Trust, shall not limit the authority of the Board of Trustees to establish and designate additional Classes of the Trust. The fact that one or more Classes of the Trust shall have initially been established and designated without any specific establishment or designation of a Series (i.e., that all Shares of the Trust are initially Shares of one or more Classes) shall not limit the authority of the Board of Trustees to later establish and designate a Series and establish and designate the Class or Classes of the Trust as Class or Classes, respectively, of such Series. (ii) The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said Series. The fact that a Series shall have more than one established and designated classClass, shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said Series, or to establish and designate separate classes of the previously established and designated classes. . (b) The Board of Trustees shall have the power to issue authorized, but unissued Shares of the Trust, or any Series or class and Class thereof, from time to time for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities or other property, as may be fixed determined from time to time pursuant to the direction of by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees may hold as treasury sharesclassify, reissue for such consideration and on such terms as they may determine, reclassify or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify convert any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes Classes that may be established and designated from time to timetime and, in connection therewith, cause some or all of the Shareholders of the Trust, such Series or Class to become Shareholders of such other Series or Class. The Trust shall not hold treasury shares. Shares of a Series that are reacquired by that Series shall be cancelled. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized, but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Board of Trustees may from time to time divide or combine the Shares of the Trust or any particular Series thereof into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property at the time of such division or combination that is held with respect to the Trust or that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares of in the Trust or any Series and Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyherein and the 1940 Act.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times Trustees may, without Shareholder approval, authorize one or more classes of Shares (which classes may be divided into Sharestwo or more series), all Shares of each such class or series having such par value and such preferences, voting powers, terms of redemption, if any, and special or relative rights or privileges (including conversion rights, if any) as the Trustees may determine. Subject to applicable law, the Trustees may, without par valueShareholder approval, authorize the Trust to issue subscription or other rights representing interests in Shares to existing Shareholders or other persons subject to such terms and conditions as the Trustees may determine. The number of Shares of each class or series authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designatedunlimited, except as the Bylaws may otherwise provide, and the variations Shares so authorized may be represented in part by fractional shares. The Trustees may without Shareholder approval from time to time divide or combine the Shares of any class or series into a greater or lesser number without thereby changing the proportionate beneficial interest in the relative class or series. The Shares shall initially be divided into one class, a class of an unlimited number of Common Shares, $0.001 par value (the "Common Shares"), having the powers, preferences, rights, qualifications, limitations and restrictions described below. The Trust may also, from time to time, issue a class of an unlimited number of preferred shares, (the "Preferred Shares"), having the powers, preferences, rights, qualifications, limitations and restrictions as the Trustees may determine. (i) Subject to the rights and preferences as between of the different Series and classes holders of the Preferred Shares, if any, in the event of the termination of the Trust the holders of the Common Shares shall be fixed entitled to receive pro rata the net distributable assets of the Trust. (ii) The holders of the Common Shares shall not, as such holders, have any right to acquire, purchase or subscribe for any Common Shares or securities of the Trust which it may hereafter issue or sell, other than such right, if any, as the Trustees in their discretion may determine. (iii) Subject to the rights of the holders of the Preferred Shares, if any, dividends or other distributions, when, as and determined if declared by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes Trustees, shall be established, shared equally by the holders of Common Shares on a share for share basis. The Trustees may direct that any dividends or other distributions or any portion thereof as declared and distributed shall have the rights and preferences provided for herein and be paid in Article III, Section 6 hereof cash to the extent relevant holder, or, alternatively, may direct that any such dividends be reinvested in full and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue fractional Shares of the Trust, or any Series or class thereof, from time to time for such consideration . (but not less than the net asset value thereofiv) and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury sharesshares (of the same or some other series), reissue for such consideration and on such terms as they may determine, or cancel, cancel any Common Shares of any series reacquired by the Trust at their discretion from time to time, . Shares shall not entitle the Shareholder to any Shares title in or to the whole or any part of any Series reacquired by the Trust. . (v) Common Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated issued from time to time. Notwithstanding , without the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series vote of the Trust Shareholders (or, if the Trustees in their sole discretion deem advisable, with a vote of Shareholders), either for cash or Shares of for such other consideration (which may be in any one or more instances a certain specified consideration or certain specified considerations) and on such terms as the TrustTrustees, and such Shares shall not be deemed treasury shares or cancelled. Subject from time to the provisions of Section 6 of this Article IIItime, each Share shall have voting rights as provided in Article V hereofmay deem advisable, and the Shareholders Trust may in such manner acquire other assets (including the acquisition of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new or additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series. Such division or combination may not materially change the proportionate beneficial interests of the Shares of that Series in the Trust Property held with respect to that Series or materially affect the rights of Shares of any other Series. Any Trustee, officer or other agent of the Trustassets subject to, and any organization in which any such Person is interested, connection with the assumption of liabilities). (vi) The Trust may acquire, own, hold and dispose of issue Common Shares of the Trust in fractional denominations to the same extent as if such Person were not a Trusteeits whole Shares, officer or other agent and Shares in fractional denominations shall be Common Shares having proportionately to the respective fractions represented thereby all the rights of whole Shares, including, without limitation, the right to vote, the right to receive dividends and distributions and the right to participate upon termination of the Trust; and , but excluding the Trust may issue and sell or cause right to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyreceive a certificate representing fractional Shares.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into Shares, all without $0.001 par value. The number of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares of the Trust, or any Series or class thereof, from time to time for such consideration (but not less than the net asset value thereof) and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as in the manner provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner as provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new or additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series. Such division or combination may not materially change the proportionate beneficial interests of the Shares of that Series in the Trust Property held with respect to that Series or materially affect the rights of Shares of any other Series. Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Shares of the Trust to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generally.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into SharesShares of beneficial interest, all without par value. The number of Shares of beneficial interest in the Trust authorized hereunder hereunder, and of each Series and Class as may be established from time to time, is unlimited. The Board of Trustees may authorize authorize, in accordance with the 1940 Act, the division of Shares into separate Classes of Shares and into separate and distinct Series of Shares and the division of any Series into separate classes Classes of Shares. The different Series and classes Classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes Classes of Series shall be established, the Shares shall have the rights rights, powers and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said Series. The fact that a Series shall have more than one established and designated classClass, shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said Series, or to establish and designate separate classes of the previously established and designated classes. . (b) The Board of Trustees shall have the power to issue authorized, but unissued Shares of beneficial interest of the Trust, or any Series or class and Class thereof, from time to time for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities or other property, as may be fixed determined from time to time pursuant to the direction of by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees Trustees, on behalf of the Trust, may acquire and hold as treasury shares, reissue for such consideration and on such terms as they it may determine, or cancel, at their its discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares shares of beneficial interest or any Shares shares of beneficial interest of the Trust or any Series or Class thereof, that were previously issued and reacquired of any Series or class are reacquired, into one or more Series or classes Classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized, but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Board of Trustees may from time to time divide or combine the Shares of the Trust or any particular Series thereof into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property at the time of such division or combination that is held with respect to the Trust or that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares of beneficial interest in the Trust or any Series and Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyherein and the 1940 Act.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, all each Share without a par value. The number of Shares in the Trust authorized hereunder hereunder, and of each Series and Class as may be established from time to time, is unlimited. The Board of Trustees may authorize the division of Shares into separate Classes of Shares and into separate and distinct Series of Shares and the division of any Series into separate classes Classes of SharesShares in accordance with the 1940 Act. The different Series and classes Classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes Classes of Series shall be established, the Shares shall have the rights rights, powers and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. The fact that the Trust shall have one or more established and designated Classes of the Trust, shall not limit the authority of the Board of Trustees to establish and designate additional Classes of the Trust. The fact that one or more Classes of the Trust shall have initially been established and designated without any specific establishment or designation of a Series (i.e., that all Shares of the Trust are initially Shares of one or more Classes) shall not limit the authority of the Board of Trustees to later establish and designate a Series and establish and designate the Class or Classes of the Trust as Class or Classes, respectively, of such Series. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said Series. The fact that a Series shall have more than one established and designated classClass, shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said Series, or to establish and designate separate classes of the previously established and designated classes. . (b) The Board of Trustees shall have the power to issue authorized, but unissued Shares of the Trust, or any Series or class and Class thereof, from time to time for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities or other property, as may be fixed determined from time to time pursuant to the direction of by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees Trustees, on behalf of the Trust, may acquire and hold as treasury shares, reissue for such consideration and on such terms as they it may determine, or cancel, at their its discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify classify, reclassify or reclassify convert any unissued Shares or any Shares of the Trust or any Series or Class thereof, that were previously issued and reacquired of any Series or class are reacquired, into one or more Series or classes Classes that may be established and designated from time to timetime and, in connection therewith, cause some or all of the Shareholders of the Trust, such Series or Class to become Shareholders of such other Series or Class. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized, but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Board of Trustees may from time to time divide or combine the Shares of the Trust or any particular Series thereof into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property at the time of such division or combination that is held with respect to the Trust or that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares of in the Trust or any Series and Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyherein and the 1940 Act.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Sharesoutstanding shares of the Trust, all without par value. The number of Shares shares of beneficial interest in the Trust authorized hereunder is unlimited. The Board of Trustees may authorize . (b) Subject to the division of Shares into separate 1940 Act and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes shall be establishedapplicable law, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares authorized but unissued shares of beneficial interest in the Trust from time to time on such terms and for such consideration as provided in Article III, Section 2. The Board of Trustees, on behalf of the Trust, or any Series or class thereof, from time to time for such consideration (but not less than the net asset value thereof) may acquire and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they it may determine, or cancel, at their its discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in . (c) Each Share shall entitle the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect holder to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and the . (d) Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto by the Board of Trustees. Dividends may be paid in the manner provided cash or in Article IV, Section 3 hereofkind. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions from the Trust Property shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. . (e) Shareholders shall have no preemptive or other right to subscribe to for new or additional Shares authorized, but unissued shares or other securities issued by the Trust or any SeriesTrust. The Board of Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that SeriesShares. Such Any such division or combination may shall not materially change the proportionate beneficial interests of the Shares of that Series interest in the Trust Property held with respect to that Series of Shareholders at the time of such division or combination or materially affect the rights of Shares of any other Series. Shareholders. (f) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares shares of beneficial interest in the Trust Trust, whether such shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyshares herein and the 1940 Act.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into Sharesan unlimited number of shares of beneficial interest, all without par valuevalue $.001 per share. The number of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares of the Trust, or any Series or class thereof, from time to time for such consideration (but not less than the net asset value thereof) and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new or additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series. Such division or combination may not materially change the proportionate beneficial interests of the Shares of that Series in the Trust Property held with respect to that Series or materially affect the rights of Shares of any other Series. Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Shares of the Trust to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generally.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, all each Share without a par value. The number of Shares in the Trust authorized hereunder hereunder, and of each Series and Class as may be established from time to time, is unlimited. The Board of Trustees may authorize the division of Shares into separate Classes of Shares and into separate and distinct Series of Shares and the division of any Series into separate classes Classes of SharesShares in accordance with this Declaration of Trust and, when applicable, the 1000 Xxx. The different Series and classes Classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes Classes of Series shall be established, the Shares shall have the rights rights, powers and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. (i) The fact that the Trust shall have one or more established and designated Classes of the Trust, shall not limit the authority of the Board of Trustees to establish and designate additional Classes of the Trust. The fact that one or more Classes of the Trust shall have initially been established and designated without any specific establishment or designation of a Series (i.e., that all Shares of the Trust are initially Shares of one or more Classes) shall not limit the authority of the Board of Trustees to later establish and designate a Series and establish and designate the Class or Classes of the Trust as Class or Classes, respectively, of such Series. (ii) The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said Series. The fact that a Series shall have more than one established and designated classClass, shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said Series, or to establish and designate separate classes of the previously established and designated classes. . (b) The Board of Trustees shall have the power to issue authorized, but unissued Shares of beneficial interest of the Trust, or any Series or class and Class thereof, from time to time for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities or other property, as may be fixed determined from time to time pursuant to the direction of by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees Trustees, on behalf of the Trust, may acquire and hold as treasury shares, reissue for such consideration and on such terms as they it may determine, or cancel, at their its discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares of beneficial interest or any Shares of beneficial interest of the Trust or any Series or Class thereof, that were previously issued and reacquired of any Series or class are reacquired, into one or more Series or classes Classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized, but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Board of Trustees may from time to time divide or combine the Shares of the Trust or any particular Series thereof into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property at the time of such division or combination that is held with respect to the Trust or that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares of beneficial interest in the Trust or any Series and Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyherein and the 1940 Act.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, all without par value. The number of Shares shares of beneficial interest in the Trust authorized hereunder hereunder, and of each Series and Class as may be established from time to time, is unlimited. The Board of Trustees may authorize authorize, in accordance with the 1940 Act, the division of Shares into separate and distinct Series of Shares and the division of any Series into separate classes Classes of Shares. The different Series and classes Classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes Classes of Series shall be established, the Shares shall have the rights rights, powers and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said Series. The fact that a Series shall have more than one established and designated classClass, shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said Series, or to establish and designate separate classes of the previously established and designated classes. . (b) The Board of Trustees shall have the power to issue Shares authorized, but unissued shares of beneficial interest of the Trust, or any Series or class and Class thereof, from time to time time, for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities or other property as may be fixed determined from time to time pursuant to the direction of by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees Trustees, on behalf of the Trust, may acquire and hold as treasury shares, reissue for such consideration and on such terms as they it may determine, or cancel, at their its discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares shares of beneficial interest or any Shares shares of beneficial interest of the Trust or any Series or Class thereof, that were previously issued and reacquired of any Series or class are reacquired, into one or more Series or classes Classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized, but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Trustees may Board of Trustees, from time to time time, may divide or combine the Shares of the Trust or any particular Series thereof into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property at the time of such division or combination that is held with respect to the Trust or that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares of in the Trust or any Series and Class thereof, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase Shares such shares of beneficial interest from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyshares herein and the 1940 Act.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, all each Share without a par value. The number of Shares in the Trust authorized hereunder under the Original Declaration of Trust and authorized hereunder, and of each Series and Class as may be established from time to time, is unlimited. The Board of Trustees may authorize the division of Shares into separate Classes of Shares and into separate and distinct Series of Shares and the division of any Series into separate classes Classes of SharesShares in accordance with the 1940 Act. The different As of the effective date of this Declaration of Trust, any new Series and classes Classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes Classes of Series shall be established, the Shares shall have the rights rights, powers and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. (i) The fact that the Trust shall have one or more established and designated Classes of the Trust, shall not limit the authority of the Board of Trustees to establish and designate additional Classes of the Trust. The fact that one or more Classes of the Trust shall have initially been established and designated without any specific establishment or designation of a Series (i.e., that all Shares of the Trust are initially Shares of one or more Classes) shall not limit the authority of the Board of Trustees to later establish and designate a Series and establish and designate the Class or Classes of the Trust as Class or Classes, respectively, of such Series. (ii) The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e.I.E., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said Series. The fact that a Series shall have more than one established and designated classClass, shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said Series, or to establish and designate separate classes of the previously established and designated classes. . (b) The Board of Trustees shall have the power to issue authorized, but unissued Shares of beneficial interest of the Trust, or any Series or class and Class thereof, from time to time for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities or other property, as may be fixed determined from time to time pursuant to the direction of by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees Trustees, on behalf of the Trust, may acquire and hold as treasury shares, reissue for such consideration and on such terms as they it may determine, or cancel, at their its discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares of beneficial interest or any Shares of beneficial interest of the Trust or any Series or Class thereof, that were previously issued and reacquired of any Series or class are reacquired, into one or more Series or classes Classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized, but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Board of Trustees may from time to time divide or combine the Shares of the Trust or any particular Series thereof into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property at the time of such division or combination that is held with respect to the Trust or that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares of beneficial interest in the Trust or any Series and Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyherein and the 1940 Act.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, all without each Share with no par value. The number of Shares in the Trust authorized hereunder under the Original Declaration of Trust and authorized hereunder, and of each Series and Class as may be established from time to time, is unlimited. The Board of Trustees may authorize the division of Shares into separate Classes of Shares and into separate and distinct Series of Shares and the division of any Series into separate classes Classes of SharesShares in accordance with the 1940 Act. The different As of the effective date of this Declaration of Trust, any new Series and classes Classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes Classes of Series shall be established, the Shares shall have the rights rights, powers and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. (i) The fact that the Trust shall have one or more established and designated Classes of the Trust, shall not limit the authority of the Board of Trustees to establish and designate additional Classes of the Trust. The fact that one or more Classes of the Trust shall have initially been established and designated without any specific establishment or designation of a Series (i.e., that all Shares of the Trust are initially Shares of one or more Classes) shall not limit the authority of the Board of Trustees to later establish and designate a Series and establish and designate the Class or Classes of the Trust as Class or Classes, respectively, of such Series. (ii) The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said Series. The fact that a Series shall have more than one established and designated classClass, shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said Series, or to establish and designate separate classes of the previously established and designated classes. . (b) The Board of Trustees shall have the power to issue authorized, but unissued Shares of beneficial interest of the Trust, or any Series or class and Class thereof, from time to time for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities or other property, as may be fixed determined from time to time pursuant to the direction of by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees Trustees, on behalf of the Trust, may acquire and hold as treasury shares, reissue for such consideration and on such terms as they it may determine, or cancel, at their its discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares of beneficial interest or any Shares of beneficial interest of the Trust or any Series or Class thereof, that were previously issued and reacquired of any Series or class are reacquired, into one or more Series or classes Classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized, but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Board of Trustees may from time to time divide or combine the Shares of the Trust or any particular Series thereof into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property at the time of such division or combination that is held with respect to the Trust or that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares of beneficial interest in the Trust or any Series and Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyherein and the 1940 Act.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into Shares, all without par value. The number of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares of the Trust, or any Series or class thereof, from time to time for such consideration (but not less than the net asset value thereof) and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series Each Share of the Trust or Shares shall represent an equal beneficial interest in the net assets of the Trust, and such each holder of Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends such holder’s pro rata share of distributions of income and distributions, whencapital gains, if any. All Shares issued hereunder shall be fully paid and as declared with respect thereto in the manner provided in Article IV, Section 3 hereofnon-assessable. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereofTrust. All dividends and distributions distributions, if any, shall be made ratably among all Shareholders of a particular class of Series Registered Owners from the assets of the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders Registered Owner on the record date for any dividend distribution or distributionon the date of termination of the Trust, as the case may be. Except as otherwise provided by the Sponsor, Shareholders shall have no preemptive or other right to subscribe to new or any additional Shares or other securities issued by the Trust. Every Registered Owner, by virtue of having purchased or acquired a Share, shall have expressly consented and agreed to be bound by the terms of this Trust or any SeriesAgreement. The Trustees Sponsor shall have full power and authority, in its sole discretion, without seeking the approval of the Trustee or the Shareholders (a) to establish and designate and to change in any manner and to fix such preferences, voting powers, rights, duties and privileges of the Trust as the Sponsor may from time to time determine, (b) to divide the beneficial interest in the Trust into an unlimited amount of Shares, with or without par value, as the Sponsor shall determine, (c) to issue Shares without limitation as to number (including fractional Shares), to such Persons and for such amount of consideration, subject to any restriction set forth in the By-Laws, if any, at such time or times and on such terms as the Sponsor may deem appropriate, (d) to divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series. Such division or combination may not without thereby materially change changing the proportionate beneficial interests interest of the Shares of that Series in the Trust Property held assets held, and (e) to take such other action with respect to that Series or materially affect the rights of Shares of any other Series. Any Trustee, officer or other agent of as the Trust, and any organization in which any such Person is interested, Sponsor may acquire, own, hold and dispose of Shares of the Trust to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallydeem desirable.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, each Share with or without a par value as the Trustees shall determine (provided that unless the Trustees shall otherwise determine, all without Shares shall have no par value). The number of Shares in the Trust authorized hereunder hereunder, and of each Series and Class as may be established from time to time, is unlimited. The Board of Trustees may authorize the division of Shares into separate Classes of Shares and into separate and distinct Series of Shares and the division of any Series into separate classes Classes of SharesShares in accordance with this Declaration of Trust and, when applicable, the 1940 Act. The different Series and classes Classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes Classes of Series shall be established, the Shares shall have the rights rights, powers and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. (i) The fact that the Trust shall have one or more established and designated Classes of the Trust shall not limit the authority of the Board of Trustees to establish and designate additional Classes of the Trust. The fact that one or more Classes of the Trust shall have initially been established and designated without any specific establishment or designation of a Series (i.e., that all Shares of the Trust are initially Shares of one or more Classes) shall not limit the authority of the Board of Trustees to later establish and designate a Series and establish and designate the Class or Classes of the Trust as Class or Classes, respectively, of such Series. (ii) The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said Series. The fact that a Series shall have more than one established and designated classClass, shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said Series, or to establish and designate separate classes of the previously established and designated classes. . (b) The Board of Trustees shall have the power to issue authorized, but unissued Shares of the Trust, or any Series or class and Class thereof, from time to time for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities or other property, as may be fixed determined from time to time pursuant to the direction of by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees may hold as treasury sharesclassify, reissue for such consideration and on such terms as they may determine, reclassify or cancel, at their discretion from time to time, convert any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes Classes that may be established and designated from time to timetime (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, in connection therewith, cause some or all of the Shareholders of the Trust, such Series or Class to become Shareholders of such other Series or Class; and may take such other action with respect to the Shares of the Trust or any Series or Class as the Board of Trustees may deem desirable. The Trust shall not hold treasury shares. Shares of a Series that are reacquired by that Series shall be cancelled. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized, but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Board of Trustees may from time to time divide or combine the Shares of the Trust or any particular Series thereof into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property at the time of such division or combination that is held with respect to the Trust or that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares of in the Trust or any Series and Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyherein and the 1940 Act.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into an unlimited number of Shares, all without with a par valuevalue of $ .001 per Share unless the Trustees shall designate another par value in connection with the issuance of Shares or with respect to outstanding Shares as provided in Section 5 of this Article III. The number of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined determined, by the Board of Trustees without the requirement of Shareholder approvalTrustees. If no separate Series shall be established or classes if only one Series shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares of the Trust, or any Series or class thereof, from time to time for such consideration (but not less than the net asset value thereof) and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and holders of the Shareholders Shares of any Series shall be entitled to receive dividends and distributionsdividends, when, if and as declared with respect thereto in the manner provided in Article IVVI, Section 3 1 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereofotherwise. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series (or class) from the Trust Property assets held with respect to such Series according to the number of 48162, v0.4 3 Shares of such class of such Series (or class) held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new or any additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular a Series into a greater or lesser number of Shares of that Series. Such division or combination may not such Series without thereby materially change changing the proportionate beneficial interests interest of the such Shares of that Series in the Trust Property assets held with respect to that Series or materially affect affecting the rights of Shares of any other Series. Any Trustee, officer or other agent All references to Shares in this Declaration of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Trust shall be deemed to be Shares of the Trust and of any or all Series or classes thereof, as the context may require. All provisions herein relating to the same extent as if such Person were not a Trustee, officer or other agent Trust shall apply equally to each Series of the Trust; Trust and each class thereof, except as the Trust may issue context otherwise requires. All Shares issued hereunder, including Xxxxxx issued in connection with a dividend in Shares or a split or reverse split of Shares, shall be fully paid and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallynon-assessable.

Division of Beneficial Interest. (a) The beneficial interest in the Trust Fund shall at all times be divided into an unlimited number of Shares, all without par value. The number of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and/or classes, if and as permitted by the division 1940 Act, rules or regulations promulgated by the Commission, or other interpretations by the Commission, without the vote of any Series into separate classes Shareholders pursuant to Section 3806(b) of Sharesthe DSTA. The If applicable, the different Series and classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 7 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Fund. (i.e., that all Shares of such Series are initially of a single classb) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares of the TrustFund, or any Series or class thereofclass, from time to time for such consideration (but not less than the net asset value thereof) and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. All Shares when issued on the terms determined by the Trustees shall be fully paid and non-assessable. (c) The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired by the TrustFund. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (d) Subject to the provisions of Section 6 7 of this Article III, each Share shall have voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IVVII, Section 3 1 hereof. No Share shall have any priority or preference over any other Share of the same Series or same class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Fund, any Series or class made pursuant to Article VIIIIX, Section 2 3 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular Series or class of Series from the Trust Fund Property held with respect to such Series thereto according to the number of Shares of such Series or class of such Series held of record by such Shareholders on the record date for any dividend or distributiondistribution or on the date of dissolution, as the case may be. Shareholders shall have no preemptive or other right to subscribe to new or additional Shares or other securities issued by the Trust or any SeriesFund. The Trustees may from time to time divide or combine the Shares of any particular Series the Fund into a greater or lesser number of Shares of that SeriesShares. Such division or combination may not materially change the proportionate beneficial interests of the Shares of that Series in the Trust Fund Property held with respect to that Series thereto or materially affect the rights of Shares of any other Series. the Shares. (e) Any Trustee, officer or other agent of the TrustFund, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Shares of the Trust Fund to the same extent as if such Person were not a Trustee, officer or other agent of the TrustFund; and the Trust Fund may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generally. (f) All references to Shares in this Declaration of Trust shall be deemed to be Shares of the Fund and of any or all Series or classes, as the context may require. All provisions herein relating to the Fund shall apply equally to each Series and class of the Fund, if any, except as the context otherwise requires.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, all each Share without a par value. The number of Shares in the Trust authorized hereunder under this Declaration of Trust and authorized hereunder, and of each Series and Class as may be established, from time to time, is unlimited. The Board of Trustees may authorize the division of Shares into separate Classes of Shares and into separate and distinct Series of Shares and the division of any Series into separate classes Classes of SharesShares in accordance with the 1940 Act. The different As of the effective date of this Declaration of Trust, any new Series and classes Classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes Classes of Series shall be established, the Shares shall have the rights rights, powers, and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. (i) The fact that the Trust shall have one or more established and designated Classes of the Trust shall not limit the authority of the Board of Trustees to establish and designate additional Classes of the Trust. The fact that one or more Classes of the Trust shall have been established initially and designated without any specific establishment or designation of a Series (i.e., that all Shares of the Trust are initially Shares of one or more Classes) shall not limit the authority of the Board of Trustees to later establish and designate a Series and establish and designate the Class or Classes of the Trust as Class or Classes, respectively, of such Series. (ii) The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said Series. The fact that a Series shall have more than one established and designated class, Class shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said Series, or to establish and designate separate classes of the previously established and designated classes. . (b) The Board of Trustees shall have the power to issue authorized but unissued Shares of beneficial interest of the Trust, or any Series or class and Class thereof, from time to time time, for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities, or other property, as may be fixed determined, from time to time pursuant to the direction of time, by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees Trustees, on behalf of the Trust, may acquire and hold as treasury shares, reissue for such consideration and on such terms as they the Board of Trustees may determine, or cancel, at their discretion its discretion, from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares of beneficial interest, or any Shares of beneficial interest of the Trust or any Series or Class thereof, which were previously issued and reacquired of any Series or class are reacquired, into one or more Series or classes Classes that may be established and designated designated, from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell sell, and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Shares held in the treasury shall not confer any voting rights on the Trustees and shall not be entitled to any dividends or other distributions declared with respect to the Shares. (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Trustees may Board of Trustees, from time to time time, may divide or combine the Shares of the Trust, or any particular Series thereof, into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property at the time of such division or combination that is held with respect to the Trust or that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer officer, or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold hold, and dispose of Shares of beneficial interest in the Trust or any Series and Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer officer, or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions restrictions, or other provisions applicable to the sale or purchase of such Shares generallyherein, in the Bylaws and in the 1940 Act.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, all each Share without a par value. The number of Shares in the Trust authorized hereunder hereunder, and of each Series and Class as may be established from time to time, is unlimited. The Board of Trustees may authorize the division of Shares into separate Classes of Shares and into separate and distinct Series of Shares and the division of any Series into separate classes Classes of SharesShares in accordance with this Declaration of Trust and, when applicable, the 1000 Xxx. The different Series and classes Classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes Classes of Series shall be established, the Shares shall have the rights rights, powers and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. (i) The fact that the Trust shall have one or more established and designated Classes of the Trust, shall not limit the authority of the Board of Trustees to establish and designate additional Classes of the Trust. The fact that one or more Classes of the Trust shall have initially been established and designated without any specific establishment or designation of a Series (i.e., that all Shares of the Trust are initially Shares of one or more Classes) shall not limit the authority of the Board of Trustees to later establish and designate a Series and establish and designate the Class or Classes of the Trust as Class or Classes, respectively, of such Series. (ii) The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said Series. The fact that a Series shall have more than one established and designated classClass, shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said Series, or to establish and designate separate classes of the previously established and designated classes. . (b) The Board of Trustees shall have the power to issue authorized, but unissued Shares of the Trust, or any Series or class and Class thereof, from time to time for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities or other property, as may be fixed determined from time to time pursuant to the direction of by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees may hold as treasury sharesclassify, reissue for such consideration and on such terms as they may determine, reclassify or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify convert any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes Classes that may be established and designated from time to timetime and, in connection therewith, cause some or all of the Shareholders of the Trust, such Series or Class to become Shareholders of such other Series or Class. The Trust shall not hold treasury shares. Shares of a Series that are reacquired by that Series shall be cancelled. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized, but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Board of Trustees may from time to time divide or combine the Shares of the Trust or any particular Series thereof into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property at the time of such division or combination that is held with respect to the Trust or that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares of in the Trust or any Series and Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyherein and the 1940 Act.

Division of Beneficial Interest. The beneficial interest in Trustees may, without Shareholder approval, authorize one or more classes or series of Shares, with Shares of each such class or series having such par value and such preferences, voting powers, terms of redemption, if any, and special or relative rights or privileges (including conversion rights, if any) as the Trustees may determine. Subject to applicable law, the Trustees may, without Shareholder approval, authorize the Trust shall at all times be divided into Shares, all without par valueto issue subscription or other rights representing interests in Shares to existing Shareholders or other persons subject to such terms and conditions as the Trustees may determine. The number of Shares of each class or series authorized hereunder is shall be unlimited, except as the Bylaws may otherwise provide, and the Shares so authorized may be represented in part by fractional shares. The Trustees may without Shareholder approval from time to time divide or combine the Shares of any class or series into a greater or lesser number without thereby changing the proportionate beneficial interest in the class or series. The Shares shall initially be divided into one class, a class of an unlimited number of common Shares, $0.001 par value per share (the “Common Shares”), having the powers, preferences, rights, qualifications, limitations and restrictions described below. The Trust may also, from time to time, issue a class of an unlimited number of preferred Shares (the “Preferred Shares”), having the powers, preferences, rights, qualifications, limitations and restrictions as the Trustees may determine. (a) Subject to the rights of the holders of the Preferred Shares, if any, in the event of the termination of the Trust, the holders of the Common Shares shall be entitled to receive pro rata the net distributable assets of the Trust. (b) The holders of the Common Shares shall not, as such holders, have any right to acquire, purchase or subscribe for any Common Shares or securities of the Trust which it may hereafter issue or sell, other than such right, if any, as the Board of Trustees in its discretion may determine. (c) Subject to the rights of the holders of the Preferred Shares, if any, dividends or other distributions, when, as and if declared by the Board of Trustees, shall be shared equally by the holders of Common Shares on a share for share basis. The Board of Trustees may authorize the division of Shares into separate direct that any dividends or other distributions or any portion thereof as declared and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes distributed shall be established and designated, and the variations paid in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof cash to the extent relevant holder, or, alternatively, may direct that any such dividends be reinvested in full and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue fractional Shares of the Trust, or any Series or class thereof, from time to time for such consideration . (but not less than the net asset value thereofd) and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees Trust may hold as treasury sharesshares (of the same or some other series), reissue for such consideration and on such terms as they may determine, or cancel, cancel any Common Shares of any series reacquired by the Trust at their discretion from time to time, . Shares shall not entitle the Shareholder to any Shares title in or to the whole or any part of any Series reacquired by the Trust. . (e) Common Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated issued from time to time. Notwithstanding , without the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series vote of the Trust Shareholders (or, if the Board of Trustees in its sole discretion deems advisable, with a vote of Shareholders), either for cash or Shares for such other consideration (which may be in any one or more instances a certain specified consideration or certain specified considerations) and on such terms as the Board of the TrustTrustees, and such Shares shall not be deemed treasury shares or cancelled. Subject from time to the provisions of Section 6 of this Article IIItime, each Share shall have voting rights as provided in Article V hereofmay deem advisable, and the Shareholders Trust may in such manner acquire other assets (including the acquisition of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new or additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series. Such division or combination may not materially change the proportionate beneficial interests of the Shares of that Series in the Trust Property held with respect to that Series or materially affect the rights of Shares of any other Series. Any Trustee, officer or other agent of the Trustassets subject to, and any organization in which any such Person is interested, connection with the assumption of liabilities). (f) The Trust may acquire, own, hold and dispose of issue Common Shares of the Trust in fractional denominations to the same extent as if such Person were not a Trusteeits whole Shares, officer or other agent and Shares in fractional denominations shall be Common Shares having proportionately to the respective fractions represented thereby all the rights of whole Shares, including, without limitation, the right to vote, the right to receive dividends and distributions and the right to participate upon termination of the Trust; and , but excluding the Trust may issue and sell or cause right to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyreceive a certificate representing fractional Shares.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into Shares, all without par value. The number of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes Classes of Shares. The different Series and classes Classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes Classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes Classes shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said Series. The fact that a Series shall have more than one established and designated classClass, shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said Series, or to establish and designate separate classes Classes of the previously established and designated classesClasses. The Board Subject to the further 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 vote of the power Shareholders of any Series or Class thereof, (i) to divide the beneficial interest in each Series or Class thereof into an unlimited amount of Shares, with or without par value, as the Trustees shall determine, (ii) to issue Shares of the Trustwithout limitation as to number (including fractional Shares), or any Series or class thereof, from time to time such Persons and for such consideration (but not less than amount and type of consideration, subject to any restriction set forth in the net asset value thereof) and in By-Laws, including cash or securities, at such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration or times and on such terms as they the Trustees may determinedeem appropriate, (iii) to establish and designate and to change in any manner any Series or cancelClass thereof and to fix such preferences, at their discretion voting powers, rights, duties and privileges and business purpose of each Series or Class thereof as the Trustees may from time to timetime determine, which preferences, voting powers, rights, duties and privileges may be senior or subordinate to (or in the case of business purpose, different from) any existing Series or Class thereof and may be limited to specified property or obligations of the Trust or profits and losses associated with specified property or obligations of the Trust, (iv) to divide or combine the Shares or any Series or Class thereof into a greater or lesser number without thereby materially changing the proportionate beneficial interest of the Shares of such Series or Class in the assets held with respect to that Series or Class, (v) to classify or reclassify any issued Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board Class thereof into shares of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established Classes thereof, and designated from time (vi) to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, take such other action with respect to the Shares as the Trustees may deem desirable. Subject to the distinctions permitted among Classes of any other the same Series as established by the Trustees consistent with the requirements of the 1940 Act, each Share of a Series of the Trust or shall represent an equal beneficial interest in the net assets of such Series, and each holder of Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and the Shareholders of any a Series shall be entitled to receive dividends such holder’s pro rata share of distributions of income and distributions, whencapital gains, if and as declared any, made with respect thereto to such Series. Upon redemption of the Shares of any Series, the applicable Shareholder shall be paid solely out of the funds and property of such Series of the Trust. All references to Shares in this Declaration of Trust shall be deemed to be Shares of any or all Series or Classes thereof, as the manner provided context may require. All provisions herein relating to the Trust shall apply equally to each Series of the Trust and each Class thereof, except as the context otherwise requires. All Shares issued hereunder, including, without limitation, Shares issued in Article IVconnection with a dividend paid in Shares or a split or reverse split of Shares, Section 3 hereofshall be fully paid and non-assessable. No Share shall have any priority or preference over any other Share of the same Series (or class Class) with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereofotherwise. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series (or Class) from the Trust Property assets held with respect to such Series (or Class) according to the number of Shares of such class of such Series (or Class) held of record by such Shareholders on the record date for any dividend or distributiondistribution or on the date of termination of the Trust, as the case may be. Except as otherwise provided by the Trustees, Shareholders shall have no preemptive or other right to subscribe to new or any additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series. Such division or combination may not materially change the proportionate beneficial interests of the Shares of that Series in the Trust Property held with respect to that Series or materially affect the rights of Shares of any other Series. Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Shares of the Trust to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generally.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, all without each Share with no par value. The number of Shares in the Trust authorized hereunder hereunder, and of each Class as may be established from time to time, is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and Classes of Shares in accordance with the division 1940 Act. As of the effective date of this Declaration of Trust, any Series into separate classes of Shares. The different Series and classes new Classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes Classes shall be established, the Shares shall have the rights rights, powers and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series the Trust shall have initially been one or more established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority Classes of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, Trust shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes Classes of the previously established and designated classes. Trust. (b) The Board of Trustees shall have the power to issue authorized, but unissued Shares of beneficial interest of the Trust, or any Series or class Class thereof, from time to time for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities or other property, as may be fixed determined from time to time pursuant to the direction of by the Board of Trustees, subject to any requirements or limitations of the 0000 Xxx. The Board of Trustees may Trust will not hold as treasury Treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any . Any Shares of any Series reacquired by the Trust. Shares held in the treasury Trust shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled deemed to any dividends or other distributions declared with respect to the Sharesbe cancelled. The Board of Trustees may classify or reclassify any unissued Shares of beneficial interest or any Shares of beneficial interest of the Trust or any Class thereof, that were previously issued and reacquired of any Series or class are reacquired, into one or more Series or classes Classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized, but unissued Shares or other securities issued by the Trust or any SeriesTrust. The Board of Trustees may from time to time divide or combine the Shares of any particular Series the Trust into a greater or lesser number of Shares of that Seriesthe Trust. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of that Series the Trust in the Trust Property at the time of such division or combination that is held with respect to that Series or materially affect the rights of Shares of any other Series. Trust. (d) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares of beneficial interest in the Trust or any Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyherein and the 1940 Act.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into an unlimited number of Shares, all without with no par valuevalue per Share. The number All Shares when issued hereunder on the terms determined by the Trustees shall be fully paid and non-assessable. As permitted by Section 3806(b) (1) of Shares authorized hereunder is unlimited. The Board of the Delaware Act, the Trustees may authorize the division of Shares into separate and distinct Series and Classes of common Shares without the division vote of any Series into separate classes of Shareholders (the "Common Shares"). The different Series and classes shall be established and designatedTrust may also, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board from time to time, issue a Class of Trustees without the requirement an unlimited number of Shareholder approval. If no separate Series or classes shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue preferred Shares of the Trust, or any Series or class thereofno par value (the "Preferred Shares"), from time to time for such consideration (but not less than having the net asset value thereof) powers, preferences, rights, qualifications, limitations and restrictions described in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired by the this Declaration Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article IIIIII and the resolutions adopted by the Board of Trustees in the establishment of such Shares, each Share shall have voting rights as provided in Article V hereof, and holders of the Shareholders of any Series Shares shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IVVI, Section 3 1 hereof. No Subject to the resolutions adopted by the Board of Trustees in the establishment of such Shares, no Share shall have any priority or preference over any other Share of the same Series or class Class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution termination of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All Subject to the resolutions adopted by the Board of Trustees in the establishment of such Shares, all dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series Class according to the number of Shares of such class of such Series Class held of record by such Shareholders Shareholder on the record date for any dividend or distributiondistribution or on the date of termination, as the case may be. Subject to the resolutions adopted by the Board of Trustees in the establishment of such Shares, Shareholders shall have no preemptive or other right to subscribe to new or any additional Shares or other securities issued by the Trust or any SeriesTrust. The Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series. Such division or combination may not without thereby materially change changing the proportionate beneficial interests interest of the Shares of that Series in the Trust Property held with respect to that Series or materially affect the rights of Shares of any other Series. Any Trustee, officer or other agent assets of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Shares of the Trust to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generally.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into SharesShares of beneficial interest, all without par value. The number of Shares of beneficial interest in the Trust authorized hereunder under the Original Declaration, the A&R Declaration and hereunder, and of each Series and Class as may be established from time to time, is unlimited. The Board of Trustees may authorize authorize, in accordance with the 1940 Act, the division of Shares into separate Classes of Shares and into separate and distinct Series of Shares and the division of any Series into separate classes Classes of Shares. The different As of the Effective Date, any new Series and classes Classes shall be established and designateddesignated pursuant to Article III, Section 6 hereof. The Shares shall have the rights, powers and the variations duties provided for herein and/or in the relative rights and preferences as between the different Series and classes shall be fixed and determined one or more resolutions adopted by the Board of Trustees without the requirement of Shareholder approvalin connection therewith. If no separate Series or classes shall be Classes of Series are established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to Shares of beneficial interest of the Trust. (i) The fact that the Trust shall have one or more established and designated Classes of the Trust, shall not limit the authority of the Board to establish and designate additional Classes of the Trust. The fact that one or more Classes of the Trust shall have initially been established and designated without any specific establishment or designation of a Series (i.e., that all Shares of the Trust are initially Shares of one or more Classes) shall not limit the authority of the Board to later establish and designate a Series and establish and designate the Class or Classes of the Trust as Class or Classes, respectively, of such Series. (ii) The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said such Series. The fact that a Series shall have more than one established and designated classClass, shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said such Series, or to establish and designate separate classes of the previously established and designated classes. . (b) The Board of Trustees shall have the power to issue authorized, but unissued Shares of beneficial interest of the Trust, or any Series or class and Class thereof, from time to time for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities or other property, as may be fixed determined from time to time pursuant by the Board, subject to the direction any requirements or limitations of the Board of Trustees1940 Act. The Board Board, on behalf of Trustees the Trust, may reacquire and hold as treasury shares, reissue for such consideration and on such terms as they it may determinedetermine in accordance herewith, or cancel, at their its discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, not confer any voting rights on the Trustees, nor shall such Shares not be deemed outstanding or eligible to vote, not be counted as an abstention at any meeting of Shareholders, and not be entitled to any dividends or other distributions declared with respect to the any Shares. The Board of Trustees may classify or reclassify any unissued Shares of beneficial interest or any Shares of beneficial interest of the Trust or any Series or Class thereof, that were previously issued and are reacquired of any Series or class by the Trust, into one or more Series or classes Classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (c) Subject to the provisions of Section Sections 1(b) and 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized, but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Trustees Board may from time to time divide or combine the Shares of the Trust or any particular Series thereof into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property held Property, at the time of such division or combination, of the Trust or associated with respect to that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares of beneficial interest in the Trust or any Series and Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyherein, in the Bylaws and in the 1940 Act.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into Shares, all without par value. The number of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of SharesShares in accordance with the 1940 Act. The different Series and classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes of Series shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares of the Trust, or any Series or and class thereof, from time to time for such consideration (but not less than the net asset value thereofof the Trust or such Series or class, as the case may be) and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they it may determine, or cancel, at their its discretion from time to time, any Shares of the Trust or any Series or class thereof reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of the Trust or any Series or class thereof, that were previously issued and are reacquired, into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and the Shareholders of the Trust or any Series or class, if any, shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in thereto, provided that with respect to classes, such dividends and distributions shall comply with the manner provided in Article IV, Section 3 hereof1940 Act. No Share shall have any priority or preference over any other Share of the same Series with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series made pursuant to Article VIII, Section 1 hereof; provided however, that if the Shares of a Series are divided into classes thereof, no Share of a particular class shall have any priority or preference over any other Share of the same class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 1 hereof. All dividends and distributions shall be made ratably among all Shareholders of the Trust or a particular class Series from the Trust Property held with respect to the Trust or such Series thereof, respectively, according to the number of Shares of the Trust or such Series held of record by such Shareholders on the record date for any dividend or distribution; provided however, that if the Shares of a Series are divided into classes thereof, all dividends and distributions from the Trust Property held with respect to such Series shall be distributed to each class of such Series according to the net asset value computed for such class and within such particular class, shall be distributed ratably to the Shareholders of such class according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new or additional Shares or other securities issued by the Trust or any Series. The Board of Trustees may from time to time divide or combine the Shares of the Trust or any particular Series thereof into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the Shares of the Trust or that Series Series, as the case may be, in the Trust Property held with respect to the Trust or that Series Series, as the case may be, or materially affect the rights of Shares of the Trust or any other Series. Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Shares of the Trust or any Series and class thereof to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generally.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into Shares, all without par value. The number of Shares authorized under the Original Declaration of Trust and authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares of the Trust, or any Series or class thereof, from time to time for such consideration (but not less than the net asset value thereof) and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article IIIIII and Article IV, Section 3, each Share shall have voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIIIIX, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new or additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series. Such division or combination may not materially change the proportionate beneficial interests of the Shares of that Series in the Trust Property held with respect to that Series or materially affect the rights of Shares of any other Series. Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Shares of the Trust to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generally.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, all without each Share with no par value. The number of Shares in the Trust authorized hereunder hereunder, and of each Series and Class as may be established from time to time, is unlimited. The Board of Trustees may authorize the division of Shares into separate Classes of Shares and into separate and distinct Series of Shares and the division of any Series into separate classes Classes of SharesShares in accordance with the 1940 Act. The different As of the effective date of this Declaration of Trust, any new Series and classes Classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes Classes of Series shall be established, the Shares shall have the rights rights, powers and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. (i) The fact that the Trust shall have one or more established and designated Classes of the Trust, shall not limit the authority of the Board of Trustees to establish and designate additional Classes of the Trust. The fact that one or more Classes of the Trust shall have initially been established and designated without any specific establishment or designation of a Series (i.e., that all Shares of the Trust are initially Shares of one or more Classes) shall not limit the authority of the Board of Trustees to later establish and designate a Series and establish and designate the Class or Classes of the Trust as Class or Classes, respectively, of such Series. (ii) The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said Series. The fact that a Series shall have more than one established and designated classClass, shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said Series, or to establish and designate separate classes of the previously established and designated classes. . (b) The Board of Trustees shall have the power to issue authorized, but unissued Shares of beneficial interest of the Trust, or any Series or class and Class thereof, from time to time for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities or other property, as may be fixed determined from time to time pursuant to the direction of by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees Trustees, on behalf of the Trust, may acquire and hold as treasury shares, reissue for such consideration and on such terms as they it may determine, or cancel, at their its discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares of beneficial interest or any Shares of beneficial interest of the Trust or any Series or Class thereof, that were previously issued and reacquired of any Series or class are reacquired, into one or more Series or classes Classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized, but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Board of Trustees may from time to time divide or combine the Shares of the Trust or any particular Series thereof into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property at the time of such division or combination that is held with respect to the Trust or that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares of beneficial interest in the Trust or any Series and Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyherein and the 1940 Act.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, all each Share without a par value, and each beneficial owner’s interest in the Trust shall be represented by the number of Shares held by such beneficial owner (hereafter each such beneficial owner referred to as a “Shareholder”). The Shares shall constitute “voting securities” for purposes of Article I, Section 4(z) of this Declaration of Trust The number of Shares in the Trust authorized hereunder hereunder, and of each Series and Class as may be established from time to time, is unlimited. The Board of Trustees may authorize the division of Shares into separate Classes of Shares and into separate and distinct Series of Shares and the division of any Series into separate classes Classes of SharesShares in accordance with the 1940 Act. The different Series and classes Classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes Classes of Series shall be established, the Shares shall have the rights rights, powers and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. (i) The fact that the Trust shall have one or more established and designated Classes of the Trust, shall not limit the authority of the Board of Trustees to establish and designate additional Classes of the Trust. The fact that one or more Classes of the Trust shall have initially been established and designated without any specific establishment or designation of a Series (i.e., that all Shares of the Trust are initially Shares of one or more Classes) shall not limit the authority of the Board of Trustees to later establish and designate a Series and establish and designate the Class or Classes of the Trust as Class or Classes, respectively, of such Series. (ii) The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said Series. The fact that a Series shall have more than one established and designated classClass, shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said Series, or to establish and designate separate classes of the previously established and designated classes. . (b) The Board of Trustees shall have the power to issue authorized, but unissued Shares of beneficial interest of the Trust, or any Series or class and Class thereof, from time to time for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities or other property, as may be fixed determined from time to time pursuant to the direction of by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees Trustees, on behalf of the Trust, may acquire and hold as treasury shares, reissue for such consideration and on such terms as they it may determine, or cancel, at their its discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares shares of beneficial interest or any Shares shares of beneficial interest of the Trust or any Series or Class thereof, that were previously issued and reacquired of any Series or class are reacquired, into one or more Series or classes Classes that may be established and designated from time to time. DT1 931951v4 08/11/11 Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized, but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Board of Trustees may from time to time divide or combine the Shares of the Trust or any particular Series thereof into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property at the time of such division or combination that is held with respect to the Trust or that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares of beneficial interest in the Trust or any Series and Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyherein and the 1940 Act.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Sharesoutstanding shares of the Trust, all without par value. The number of Shares shares of beneficial interest in the Trust authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of SharesShares in accordance with the 1940 Act. The different Series and classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes of Series shall be established, the Shares shall have the rights rights, powers and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. . (b) The Board of Trustees shall have the power to issue Shares authorized, but unissued shares of beneficial interest of the Trust, or any Series or and class thereof, from time to time for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash or securities as may be fixed determined from time to time pursuant to the direction of by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees Trustees, on behalf of the Trust, may acquire and hold as treasury shares, reissue for such consideration and on such terms as they it may determine, or cancel, at their its discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares shares of beneficial interest or any Shares previously issued and reacquired shares of beneficial interest of the Trust or any Series or class thereof, that were previously issued and are reacquired, into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional Shares authorized, but unissued shares or other securities issued by the Trust or any SeriesSeries thereof. The Board of Trustees may from time to time divide or combine the Shares of the Trust or any particular Series thereof into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property at the time of such division or combination that is held with respect to the Trust or that Series Series, as the case may be, or materially affect the rights of Shares of the Trust or any other Series. . (d) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares shares of beneficial interest in the Trust or any Series and class thereof, whether such shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyshares herein and the 1940 Act.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Sharesoutstanding shares of the Trust, all without par value. The number of Shares shares of beneficial interest in the Trust authorized hereunder is unlimited. The Board . (b) Subject to and except as otherwise provided in Section 23 of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designated1940 Act, and the variations in the relative rights rules and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes shall be establishedregulations adopted thereunder, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares authorized, but unissued, shares of the Trust, or any Series or class thereof, beneficial interest from time to time for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash or securities as may be fixed determined from time to time pursuant to the direction of by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees Trustees, on behalf of the Trust, may acquire and hold as treasury shares, reissue for such consideration and on such terms as they it may determine, or cancel, at their its discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in . (c) Each Share shall entitle the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect holder to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and the . (d) Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto by the Board of Trustees. Dividends may be paid in the manner provided cash or in Article IV, Section 3 hereofkind. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions from the Trust Property shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. . (e) Shareholders shall have no preemptive or other right to subscribe to for new or additional Shares authorized, but unissued shares or other securities issued by the Trust or any SeriesTrust. The Board of Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that SeriesShares. Such Any such division or combination may shall not materially change the proportionate beneficial interests of the Shares of that Series interest in the Trust Property held with respect to that Series of Shareholders at the time of such division or materially affect the rights of Shares of any other Series. combination. (f) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares shares of beneficial interest in the Trust Trust, whether such shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyshares herein and the 1940 Act.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, all each Share without a par value. The number of Shares in the Trust authorized hereunder under this Declaration of Trust, and of each Class as may be established, from time to time, is unlimited. The Board of Trustees may authorize the division of Shares into separate Classes of Shares in accordance with the 1940 Act and distinct Series and any applicable exemptive relief. As of the division effective date of this Declaration of Trust, any Series into separate classes of Shares. The different Series and classes new Classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes Classes shall be established, the Shares shall have the rights rights, powers, and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series the Trust shall have initially been one or more established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority Classes of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, Trust shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes Classes of the previously established and designated classes. Trust. (b) The Board of Trustees shall have the power to issue authorized but unissued Shares of beneficial interest of the Trust, or any Series or class Class thereof, from time to time time, for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities, or other property, as may be fixed determined, from time to time pursuant to the direction of time, by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees Trustees, on behalf of the Trust, may acquire and hold as treasury shares, reissue for such consideration and on such terms as they the Board of Trustees may determine, or cancel, at their discretion its discretion, from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares of beneficial interest, or any Shares of beneficial interest of the Trust or any Class thereof, which were previously issued and reacquired of any Series or class are reacquired, into one or more Series or classes Classes that may be established and designated designated, from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell sell, and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Shares held in the treasury shall not confer any voting rights on the Trustees and shall not be entitled to any dividends or other distributions declared with respect to the Shares. (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized but unissued Shares or other securities issued by the Trust or any SeriesTrust. The Trustees may Board of Trustees, from time to time time, may divide or combine the Shares of any particular Series the Trust into a greater or lesser number of Shares of that Seriesthe Trust. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of that Series the Trust in the Trust Property at the time of such division or combination that is held with respect to that Series or materially affect the rights of Shares of any other Series. Trust. (d) Any Trustee, officer officer, or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold hold, and dispose of Shares of beneficial interest in the Trust or any Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer officer, or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions restrictions, or other provisions applicable to the sale or purchase of such Shares generallyherein, in the Bylaws and in the 1940 Act.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, all without each Share with no par value. The number of Shares in the Trust authorized hereunder hereunder, and of each Series and Class as may be established from time to time, is unlimited. The Board of Trustees may authorize the division of Shares into separate Classes of Shares and into separate and distinct Series of Shares and the division of any Series into separate classes Classes of SharesShares in accordance with the 1940 Act. The different As of the effective date of this Declaration of Trust, any new Series and classes Classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes Classes of Series shall be established, the Shares shall have the rights rights, powers and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. (i) The fact that the Trust shall have one or more established and designated Classes of the Trust, shall not limit the authority of the Board of Trustees to establish and designated additional Classes of the Trust. The fact that one or more Classes of the Trust shall have initially been established and designated without any specific establishment or designation of a Series (i.e., that all Shares of the Trust are initially Shares of one or more Classes) shall not limit the authority of the Board of Trustees to later establish and designate a Series and establish and designate the Class or Classes of the Trust as Class or Classes, respectively, of such Series. (ii) The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said Series. The fact that a Series shall have more than one established and designated classClass, shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said Series, or to establish and designate separate classes of the previously established and designated classes. . (b) The Board of Trustees shall have the power to issue authorized, but unissued Shares of beneficial interest of the Trust, or any Series or class and Class thereof, from time to time for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities or other property, as may be fixed determined from time to time pursuant to the direction of by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees Trustees, on behalf of the Trust, may acquire and hold as treasury shares, reissue for such consideration and on such terms as they it may determine, or cancel, at their its discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares of beneficial interest or any Shares of beneficial interest of the Trust or any Series or Class thereof, that were previously issued and reacquired of any Series or class are reacquired, into one or more Series or classes Classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized, but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Board of Trustees may from time to time divide or combine the Shares of the Trust or any particular Series thereof into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property at the time of such division or combination that is held with respect to the Trust or that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares of beneficial interest in the Trust or any Series and Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyherein and the 1940 Act.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, all each Share without par value. The number of Shares in the Trust authorized hereunder under the Original Declaration of Trust and authorized hereunder, and of each Series and Class as may be established from time to time, is unlimited. The Board of Trustees may authorize the division of Shares into separate Classes of Shares and into separate and distinct Series of Shares and the division of any Series into separate classes Classes of SharesShares in accordance with the 1940 Act. The different As of the effective date of this Declaration of Trust, any new Series and classes Classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes Classes of Series shall be established, the Shares shall have the rights rights, powers and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. (i) The fact that the Trust shall have one or more established and designated Classes of the Trust, shall not limit the authority of the Board of Trustees to establish and designate additional Classes of the Trust. The fact that one or more Classes of the Trust shall have initially been established and designated without any specific establishment or designation of a Series (i.e., that all Shares of the Trust are initially Shares of one or more Classes) shall not limit the authority of the Board of Trustees to later establish and designate a Series and establish and designate the Class or Classes of the Trust as Class or Classes, respectively, of such Series. (ii) The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said Series. The fact that a Series shall have more than one established and designated classClass, shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said Series, or to establish and designate separate classes of the previously established and designated classes. . (b) The Board of Trustees shall have the power to issue authorized, but unissued Shares of beneficial interest of the Trust, or any Series or class and Class thereof, from time to time for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities or other property, as may be fixed determined from time to time pursuant to the direction of by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees Trustees, on behalf of the Trust, may acquire and hold as treasury shares, reissue for such consideration and on such terms as they it may determine, or cancel, at their its discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares of beneficial interest or any Shares of beneficial interest of the Trust or any Series or Class thereof, that were previously issued and reacquired of any Series or class are reacquired, into one or more Series or classes Classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized, but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Board of Trustees may from time to time divide or combine the Shares of the Trust or any particular Series thereof into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property at the time of such division or combination that is held with respect to the Trust or that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares of beneficial interest in the Trust or any Series and Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyherein and the 1940 Act.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into Shares, all without par value. The number of Shares authorized under the Original Declaration of Trust and authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares of the Trust, or any Series or class thereof, from time to time for such consideration (but not less than the net asset value thereof) and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Notwithstanding anything contained herein to the contrary, the Board of Trustees in their discretion may, from time to time, without vote of the Shareholders, determine to issue Shares of any Series or Class only in lots of such aggregate number of Shares as shall be determined at any time by the Board of Trustees in their sole discretion to be called “Creation Units,” and to charge such transaction fees or such other fees as the Board of Trustees shall determine, and the Board of Trustees in their discretion may, from time to time, without vote of the Shareholders, determine to alter the number of Shares constituting a Creation Unit. The amount of shares constituting a Creation Unit for one Series or Class shall not affect the amount of shares constituting a Creation Unit for another Series or Class. The issuance of Creation Units by any Series or Class shall not affect the ability of any other Series or Class to issue Shares that do not comprise Creation Units. Subject to the provisions of Section 6 of this Article IIIIII and Article IV, Section 3, each Share shall have voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIIIIX, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new or additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series. Such division or combination may not materially change the proportionate beneficial interests of the Shares of that Series in the Trust Property held with respect to that Series or materially affect the rights of Shares of any other Series. Shares that are redeemed or otherwise acquired by the Trust shall be held in the treasury and shall be re-issued by the Trust as the Trustees or their authorized agents determine from time to time. Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Shares of the Trust to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generally.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into an unlimited number of Shares, all without with a par valuevalue of $ .001 per Share unless the Trustees shall designate another par value in connection with the issuance of Shares or with respect to outstanding Shares as provided in Section 5 of this Article III. The number of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined determined, by the Board of Trustees without the requirement of Shareholder approvalTrustees. If no separate Series shall be established or classes if only one Series shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares of the Trust, or any Series or class thereof, from time to time for such consideration (but not less than the net asset value thereof) and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and holders of the Shareholders Shares of any Series shall be entitled to receive dividends and distributionsdividends, when, if and as declared with respect thereto in the manner provided in Article IVVI, Section 3 1 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII108140, Section 2 hereofv0.4 3 otherwise. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series (or class) from the Trust Property assets held with respect to such Series according to the number of Shares of such class of such Series (or class) held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new or any additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular a Series into a greater or lesser number of Shares of that Series. Such division or combination may not such Series without thereby materially change changing the proportionate beneficial interests interest of the such Shares of that Series in the Trust Property assets held with respect to that Series or materially affect affecting the rights of Shares of any other Series. Any Trustee, officer or other agent All references to Shares in this Declaration of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Trust shall be deemed to be Shares of the Trust and of any or all Series or classes thereof, as the context may require. All provisions herein relating to the same extent as if such Person were not a Trustee, officer or other agent Trust shall apply equally to each Series of the Trust; Trust and each class thereof, except as the Trust may issue context otherwise requires. All Shares issued hereunder, including Shares issued in connection with a dividend in Shares or a split or reverse split of Shares, shall be fully paid and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallynon-assessable.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into Shares, all without $0.001 par value. The number of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares of the Trust, or any Series or class thereof, from time to time for such consideration (but not less than the net asset value thereof) and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner as provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new or additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series. Such division or combination may not materially change the proportionate beneficial interests of the Shares of that Series in the Trust Property held with respect to that Series or materially affect the rights of Shares of any other Series. Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Shares of the Trust to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generally.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times Trustees may, without Shareholder approval, authorize one or more classes of Shares (which classes may be divided into Sharestwo or more series), all with Shares of each such class or series having such par value and such preferences, voting powers, terms of redemption, if any, and special or relative rights or privileges (including conversion rights, if any) as the Trustees may determine. Subject to applicable law, the Trustees may, without par valueShareholder approval, authorize the Trust to issue subscription or other rights representing interests in Shares to existing Shareholders or other persons subject to such terms and conditions as the Trustees may determine. The number of Shares of each class or series authorized hereunder is shall be unlimited, except as the Bylaws may otherwise provide, and the Shares so authorized may be represented in part by fractional shares. The Trustees may without Shareholder approval from time to time divide or combine the Shares of any class or series into a greater or lesser number without thereby changing the proportionate beneficial interest in the class or series. The Shares shall initially be divided into one class, a class of an unlimited number of common Shares, $.0001 par value (the “Common Shares”), having the powers, preferences, rights, qualifications, limitations and restrictions described below. The Trust may also, from time to time, issue a class of an unlimited number of preferred Shares, (the “Preferred Shares”), having the powers, preferences, rights, qualifications, limitations and restrictions as the Trustees may determine. (a) Subject to the rights of the holders of the Preferred Shares, if any, in the event of the termination of the Trust, the holders of the Common Shares shall be entitled to receive pro rata the net distributable assets of the Trust. (b) The holders of the Common Shares shall not, as such holders, have any right to acquire, purchase or subscribe for any Common Shares or securities of the Trust which it may hereafter issue or sell, other than such right, if any, as the Board of Trustees in its discretion may determine. (c) Subject to the rights of the holders of the Preferred Shares, if any, dividends or other distributions, when, as and if declared by the Board of Trustees, shall be shared equally by the holders of Common Shares on a share for share basis. The Board of Trustees may authorize the division of Shares into separate direct that any dividends or other distributions or any portion thereof as declared and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes distributed shall be established and designated, and the variations paid in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof cash to the extent relevant holder, or, alternatively, may direct that any such dividends be reinvested in full and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue fractional Shares of the Trust, or any Series or class thereof, from time to time for such consideration . (but not less than the net asset value thereofd) and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury sharesshares (of the same or some other series), reissue for such consideration and on such terms as they may determine, or cancel, cancel any Shares of any series reacquired by the Trust at their discretion from time to time, . Shares shall not entitle the Shareholder to any Shares title in or to the whole or any part of any Series reacquired by the Trust. . (e) Common Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated issued from time to time. Notwithstanding , without the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series vote of the Trust Shareholders (or, if the Board of Trustees in its sole discretion deems advisable, with a vote of Shareholders), either for cash or Shares for such other consideration (which may be in any one or more instances a certain specified consideration or certain specified considerations) and on such terms as the Board of the TrustTrustees, and such Shares shall not be deemed treasury shares or cancelled. Subject from time to the provisions of Section 6 of this Article IIItime, each Share shall have voting rights as provided in Article V hereofmay deem advisable, and the Shareholders Trust may in such manner acquire other assets (including the acquisition of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new or additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series. Such division or combination may not materially change the proportionate beneficial interests of the Shares of that Series in the Trust Property held with respect to that Series or materially affect the rights of Shares of any other Series. Any Trustee, officer or other agent of the Trustassets subject to, and any organization in which any such Person is interested, connection with the assumption of liabilities). (f) The Trust may acquire, own, hold and dispose of issue Common Shares of the Trust in fractional denominations to the same extent as if such Person were not a Trusteeits whole Shares, officer or other agent and Shares in fractional denominations shall be Common Shares having proportionately to the respective fractions represented thereby all the rights of whole Shares, including, without limitation, the right to vote, the right to receive dividends and distributions and the right to participate upon termination of the Trust; and , but excluding the Trust may issue and sell or cause right to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyreceive a certificate representing fractional Shares.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into an unlimited number of Shares, all without with a par valuevalue of $ .001 per Share unless the Trustees shall designate another par value in connection with the issuance of Shares or with respect to outstanding Shares as provided in Section 5 of this Article III. The number of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined determined, by the Board of Trustees without the requirement of Shareholder approvalTrustees. If no separate Series shall be established or classes if only one Series shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares of the Trust, or any Series or class thereof, from time to time for such consideration (but not less than the net asset value thereof) and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and holders of the Shareholders Shares of any Series shall be entitled to receive dividends and distributionsdividends, when, if and as declared with respect thereto in the manner provided in Article IVVI, Section 3 1 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereofotherwise. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series (or class) from the Trust Property assets held with respect to such Series according to the number of Shares of such class of such Series (or class) held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new or any additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular a Series into a greater or lesser number of Shares of that Series. Such division or combination may not such Series without thereby materially change changing the proportionate beneficial interests interest of the such Shares of that Series in the Trust Property assets held with respect to that Series or materially affect affecting the rights of Shares of any other Series. Any Trustee, officer or other agent All references to Shares in this Declaration of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Trust shall be deemed to be Shares of the Trust and of any or all Series or classes thereof, as the context may require. All provisions herein relating to the same extent as if such Person were not a Trustee, officer or other agent Trust shall apply equally to each Series of the Trust; Trust and each class thereof, except as the Trust may issue context otherwise requires. dividend in Shares or a split or reverse split of Shares, shall be fully paid and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallynon-assessable.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, all each Share without a par value. The number of Shares in the Trust authorized hereunder under this Declaration of Trust, and of each Class as may be established, from time to time, is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and Classes of Shares in accordance with the division 1940 Act. As of the effective date of this Declaration of Trust, any Series into separate classes of Shares. The different Series and classes new Classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes Classes shall be established, the Shares shall have the rights rights, powers, and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series the Trust shall have initially been one or more established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority Classes of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, Trust shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes Classes of the previously established and designated classes. Trust. (b) The Board of Trustees shall have the power to issue authorized but unissued Shares of beneficial interest of the Trust, or any Series or class Class thereof, from time to time time, for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities, or other property, as may be fixed determined, from time to time pursuant to the direction of time, by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees Trustees, on behalf of the Trust, may acquire and hold as treasury shares, reissue for such consideration and on such terms as they the Board of Trustees may determine, or cancel, at their discretion its discretion, from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares of beneficial interest, or any Shares of beneficial interest of the Trust or any Class thereof, which were previously issued and reacquired of any Series or class are reacquired, into one or more Series or classes Classes that may be established and designated designated, from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell sell, and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Shares held in the treasury shall not confer any voting rights on the Trustees and shall not be entitled to any dividends or other distributions declared with respect to the Shares. (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized but unissued Shares or other securities issued by the Trust or any SeriesTrust. The Trustees may Board of Trustees, from time to time time, may divide or combine the Shares of any particular Series the Trust into a greater or lesser number of Shares of that Seriesthe Trust. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of that Series the Trust in the Trust Property at the time of such division or combination that is held with respect to that Series or materially affect the rights of Shares of any other Series. Trust. (d) Any Trustee, officer officer, or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold hold, and dispose of Shares of beneficial interest in the Trust or any Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer officer, or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions restrictions, or other provisions applicable to the sale or purchase of such Shares generallyherein, in the Bylaws and in the 1940 Act.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided bedivided into Shares, all without par value. The number of Shares authorized hereunder is unlimited. The Board of Boardof Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into Seriesinto separate classes of Shares. The different Series and classes shall be established and designated, and the variations thevariations in the relative rights and preferences as between the different Series and classes shall be fixed and determined anddetermined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes orclasses shall be established, the Shares shall have the rights and preferences provided for herein and in Article IIIArticleIII, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes andclasses shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially haveinitially been established and designated without any specific establishment or designation of classes (i.e., that all thatall Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish toestablish and designate separate classes of said Series. The fact that a Series shall have more than one established oneestablished and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional designateadditional classes of said Series, or to establish and designate separate classes of the previously established and designated anddesignated classes. The Board of Trustees shall have the power to issue Shares of the Trust, or any Series or class thereof, ,from time to time for such consideration (but not less than the net asset value thereof) and in such form as may be maybe fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they asthey may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired by the TrusttheTrust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such shallsuch Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees ofTrustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series anySeries or class into one or more Series or classes that may be established and designated from time to time. .Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, ,for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such andsuch Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V ArticleV hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and ifand as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any haveany priority or preference over any other Share of the same Series or class with respect to dividends or distributions ordistributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series suchSeries or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably maderatably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series suchSeries according to the number of Shares of such class of such Series held of record by such Shareholders on the record therecord date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new tonew or additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time totime divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that SeriesthatSeries. Such division or combination may not materially change the proportionate beneficial interests of the Shares theShares of that Series in the Trust Property held with respect to that Series or materially affect the rights of Shares ofShares of any other Series. Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedisinterested, may acquire, own, hold and dispose of Shares of the Trust to the same extent as if such Person were not werenot a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and soldand may purchase Shares from any such Person or any such organization subject only to the general limitations, ,restrictions or other provisions applicable to the sale or purchase of such Shares generally.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into one or more Series. Each Series may be divided into two or more Classes. Subject to the further 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 vote of the Shareholders of any Series or Class thereof, (i) to divide the beneficial interest in each Series or Class thereof into Shares, all with or without par value. The number of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power determine, (ii) to issue Shares of the Trustwithout limitation as to number (including fractional Shares), or any Series or class thereof, from time to time such Persons and for such consideration (but not less than amount and type of consideration, subject to any restriction set forth in the net asset value thereof) and in By-Laws, including cash or securities, at such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration or times and on such terms as they the Trustees may determinedeem appropriate, (iii) to establish and designate and to change in any manner any Series or cancelClass thereof and to fix such preferences, at their discretion voting powers, rights, duties and privileges and business purpose of each Series or Class thereof as the Trustees may from time to timetime determine, which preferences, voting powers, rights, duties and privileges may be senior or subordinate to (or in the case of business purpose, different from) any existing Series or Class thereof and may be limited to specified property or obligations of the Trust or profits and losses associated with specified property or obligations of the Trust, (iv) to divide or combine the Shares or any Series or Class thereof into a greater or lesser number without thereby materially changing the proportionate beneficial interest of the Shares of such Series or Class in the assets held with respect to that Series or Class, (v) to classify or reclassify any issued Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board Class thereof into shares of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established Classes thereof, and designated from time (vi) to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, take such other action with respect to the Shares as the Trustees may deem desirable. Subject to the distinctions permitted among Classes of any other the same Series as established by the Trustees consistent with the requirements of the 1940 Act, each Share of a Series of the Trust or shall represent an equal beneficial interest in the net assets of such Series, and each holder of Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and the Shareholders of any a Series shall be entitled to receive dividends such holder's pro rata share of distributions of income and distributions, whencapital gains, if and as declared with respect thereto in the manner provided in Article IVany, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to Series. Upon redemption of the number of Shares of such class any Series, the applicable Shareholder shall be paid solely out of the funds and property of such Series held of record the Trust. All references to Shares in this Declaration of Trust shall be deemed to be Shares of any or all Series or Classes thereof, as the context may require. All provisions herein relating to the Trust shall apply equally to each Series of the Trust and each Class thereof, except as the context otherwise requires. All Shares issued hereunder, including, without limitation, Shares issued in connection with a dividend paid in Shares or a split or reverse split of Shares, shall be fully paid and non-assessable. Except as otherwise provided by such Shareholders on the record date for any dividend or distribution. Trustees, Shareholders shall have no preemptive or other right to subscribe to new or any additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series. Such division or combination may not materially change the proportionate beneficial interests of the Shares of that Series in the Trust Property held with respect to that Series or materially affect the rights of Shares of any other Series. Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Shares of the Trust to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generally.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into Shares, all without par value. The number of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares of the Trust, or any Series or class thereof, from time to time for such consideration (but not less than the net asset value thereof) and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series Each Share of the Trust or Shares shall represent an equal beneficial interest in the net assets of the Trust, and such each holder of Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends such holder’s pro rata share of distributions of income and distributions, whencapital gains, if any. All Shares issued hereunder shall be fully paid and as declared with respect thereto in the manner provided in Article IV, Section 3 hereofnon-assessable. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereofTrust. All dividends and distributions distributions, if any, shall be made ratably among all Shareholders of a particular class of Series from the assets of the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend distribution or distributionon the date of termination of the Trust, as the case may be. Except as otherwise provided by the Sponsor, Shareholders shall have no preemptive or other right to subscribe to new or any additional Shares or other securities issued by the Trust. Every Shareholder, by virtue of having purchased or acquired a Share, shall have expressly consented and agreed to be bound by the terms of this Trust or any SeriesAgreement. The Trustees Sponsor shall have full power and authority, in its sole discretion, without seeking the approval of the Trustee or the Shareholders (a) to establish and designate and to change in any manner and to fix such preferences, voting powers, rights, duties and privileges of the Trust as the Sponsor may from time to time determine, (b) to divide the beneficial interest in the Trust into an unlimited amount of Shares, with or without par value, as the Sponsor shall determine, (c) to issue Shares without limitation as to number (including fractional Shares), to such Persons and for such amount of consideration, subject to any restriction set forth in the By-Laws, if any, at such time or times and on such terms as the Sponsor may deem appropriate, (d) to divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series. Such division or combination may not without thereby materially change changing the proportionate beneficial interests interest of the Shares of that Series in the Trust Property held assets held, and (e) to take such other action with respect to that Series or materially affect the rights of Shares of any other Series. Any Trustee, officer or other agent of as the Trust, and any organization in which any such Person is interested, Sponsor may acquire, own, hold and dispose of Shares of the Trust to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallydeem desirable.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, all each Share without a par value. The number of Shares in the Trust authorized hereunder hereunder, and of each Series and Class as may be established, from time to time, is unlimited. The Board of Trustees may authorize the division of Shares into separate Classes of Shares and into separate and distinct Series of Shares and the division of any Series of Shares into separate classes Classes of SharesShares in accordance with the 1940 Act. The different Series and classes Classes, if any, shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined designated by the Board of Trustees without the requirement of Shareholder approvalpursuant to Article III, Section 6 hereof. If no separate Series or classes Classes shall be established, the Shares of the Trust shall have the rights rights, powers, and preferences duties provided for herein and in herein, including Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all . All references to Series and classes Shares in this Declaration of Trust shall be construed (deemed to be Shares of the Trust or any or all Series or Classes thereof that may be established from time to time, as the context may require. (i) The fact that the Trust shall have one or more established and designated Classes of the Trust shall not limit the authority of the Board of Trustees to refer to establish and designate additional Classes of the Trust. The fact that one or more Classes of the Trust shall have been established initially and designated without any specific establishment or designation of a Series (i.e., that all Shares of the Trust are initially Shares of one or more Classes) shall not limit the authority of the Board of Trustees to later establish and designate a Series and establish and designate the Class or Classes of the Trust as Class or Classes, respectively, of such Series. (ii) The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said Series. The fact that a Series shall have more than one established and designated class, Class shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said Series, . (b) Subject to any requirements or to establish and designate separate classes limitations of the previously established and designated classes. The 1940 Act, the Board of Trustees shall have the power to issue authorized but unissued Shares of beneficial interest of the Trust, or any Series or class and Class thereof, from time to time time, for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities, or other property, as may be fixed determined, from time to time pursuant to the direction of time, by the Board of Trustees. The Board of Trustees Trustees, on behalf of the Trust, may acquire and hold as treasury shares, reissue for such consideration and on such terms as they the Board of Trustees may determine, or cancel, at their discretion its discretion, from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares of beneficial interest, or any Shares of beneficial interest of the Trust or any Series or Class thereof, which were previously issued and reacquired of any Series or class are reacquired, into one or more Series or classes Classes that may be established and designated designated, from time to time. If the Trust shall have outstanding Shares that may have been established without any Series or Class designation, the Board of Trustees, on behalf of the Trust, may classify or reclassify any such outstanding Shares into one or more Series or Classes. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell sell, and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares Shares or cancelled. Shares held in the treasury shall not confer any voting rights on the Trustees and shall not be entitled to any dividends or other distributions declared with respect to the Shares. (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, hereof and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distributionBylaws. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Trustees may Board of Trustees, from time to time time, may divide or combine the Shares of the Trust, or any particular Series thereof, into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property at the time of such division or combination that is held with respect to the Trust or that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer officer, or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold hold, and dispose of Shares of beneficial interest in the Trust or any Series and Class thereof, to the same extent as if such Person were not a Trustee, officer officer, or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions restrictions, or other provisions applicable to the sale or purchase of such Shares generallyherein and in the 1940 Act.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, all each Share without a par value. The number of Shares in the Trust authorized hereunder under the Original Declaration of Trust and authorized hereunder, and of each Series and Class as may be established, from time to time, is unlimited. The Board of Trustees may authorize the division of Shares into separate Classes of Shares and into separate and distinct Series of Shares and the division of any Series of Shares into separate classes Classes of SharesShares in accordance with the 1940 Act. The different As of the effective date of this Declaration of Trust, any new Series and classes Classes, if any, shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined designated by the Board of Trustees without the requirement of Shareholder approvalpursuant to Article III, Section 6 hereof. If no separate Series or classes Classes shall be established, the Shares of the Trust shall have the rights rights, powers, and preferences duties provided for herein and in herein, including Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all . All references to Series and classes Shares in this Declaration of Trust shall be construed (deemed to be Shares of the Trust or any or all Series or Classes thereof that may be established from time to time, as the context may require. (i) The fact that the Trust shall have one or more established and designated Classes of the Trust shall not limit the authority of the Board of Trustees to refer to establish and designate additional Classes of the Trust. The fact that one or more Classes of the Trust shall have been established initially and designated without any specific establishment or designation of a Series (i.e., that all Shares of the Trust are initially Shares of one or more Classes) shall not limit the authority of the Board of Trustees to later establish and designate a Series and establish and designate the Class or Classes of the Trust as Class or Classes, respectively, of such Series. (ii) The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said Series. The fact that a Series shall have more than one established and designated class, Class shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said Series, . (b) Subject to any requirements or to establish and designate separate classes limitations of the previously established and designated classes. The 1940 Act, the Board of Trustees shall have the power to issue authorized but unissued Shares of beneficial interest of the Trust, or any Series or class and Class thereof, from time to time time, for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities, or other property, as may be fixed determined, from time to time pursuant to the direction of time, by the Board of Trustees. The Board of Trustees Trustees, on behalf of the Trust, may acquire and hold as treasury shares, reissue for such consideration and on such terms as they the Board of Trustees may determine, or cancel, at their discretion its discretion, from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares of beneficial interest, or any Shares of beneficial interest of the Trust or any Series or Class thereof, which were previously issued and reacquired of any Series or class are reacquired, into one or more Series or classes Classes that may be established and designated designated, from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell sell, and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares Shares or cancelled. Shares held in the treasury shall not confer any voting rights on the Trustees and shall not be entitled to any dividends or other distributions declared with respect to the Shares. (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, hereof and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distributionBylaws. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Trustees may Board of Trustees, from time to time time, may divide or combine the Shares of the Trust, or any particular Series thereof, into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property at the time of such division or combination that is held with respect to the Trust or that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer officer, or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold hold, and dispose of Shares of beneficial interest in the Trust or any Series and Class thereof, to the same extent as if such Person were not a Trustee, officer officer, or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions restrictions, or other provisions applicable to the sale or purchase of such Shares generallyherein and in the 1940 Act.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, all without each Share having a par valuevalue of $0.01 per share. The number of Shares in the Trust authorized hereunder hereunder, and of each Series and Class as may be established from time to time, is unlimited. The Board of Trustees may authorize the division of Shares into separate Classes of Shares and into separate and distinct Series of Shares and the division of any Series into separate classes Classes of SharesShares in accordance with this Declaration of Trust and, when applicable, the 1940 Act. The different Series and classes Classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes Classes of Series shall be established, the Shares shall have the rights rights, powers and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. (i) The fact that the Trust shall have one or more established and designated Classes of the Trust, shall not limit the authority of the Board of Trustees to establish and designate additional Classes of the Trust. The fact that one or more Classes of the Trust shall have initially been established and designated without any specific establishment or designation of a Series (i.e., that all Shares of the Trust are initially Shares of one or more Classes) shall not limit the authority of the Board of Trustees to later establish and designate a Series and establish and designate the Class or Classes of the Trust as Class or Classes, respectively, of such Series. (ii) The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said Series. The fact that a Series shall have more than one established and designated classClass, shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said Series, or to establish and designate separate classes of the previously established and designated classes. . (b) The Board of Trustees shall have the power to issue authorized, but unissued Shares of the Trust, or any Series or class and Class thereof, from time to time for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities or other property, as may be fixed determined from time to time pursuant to the direction of by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees may hold as treasury sharesclassify, reissue for such consideration and on such terms as they may determine, reclassify or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify convert any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes Classes that may be established and designated from time to timetime and, in connection therewith, cause some or all of the Shareholders of the Trust, such Series or Class to become Shareholders of such other Series or Class. The Trust shall not hold treasury shares. Shares of a Series that are reacquired by that Series shall be cancelled. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized, but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Board of Trustees may from time to time divide or combine the Shares of the Trust or any particular Series thereof into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property at the time of such division or combination that is held with respect to the Trust or that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares of in the Trust or any Series and Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyherein and the 1940 Act.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, all without par value. The number of Shares in the Trust authorized hereunder hereunder, and of each Series and Class as may be established from time to time, is unlimited. The Board of Trustees may authorize the division of Shares into separate Classes of Shares and into separate and distinct Series of Shares and the division of any Series into separate classes Classes of SharesShares in accordance with the 1940 Act. The different Series and classes Classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes Classes of Series shall be established, the Shares shall have the rights rights, powers and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. (i) The fact that the Trust shall have one or more established and designated Classes of the Trust, shall not limit the authority of the Board of Trustees to establish and designate additional Classes of the Trust. The fact that one or more Classes of the Trust shall have initially been established and designated without any specific establishment or designation of a Series (I.E., that all Shares of the Trust are initially Shares of one or more Classes) shall not limit the authority of the Board of Trustees to later establish and designate a Series and establish and designate the Class or Classes of the Trust as Class or Classes, respectively, of such Series. (ii) The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e.I.E., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said Series. The fact that a Series shall have more than one established and designated classClass, shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said Series, or to establish and designate separate classes of the previously established and designated classes. . (b) The Board of Trustees shall have the power to issue authorized, but unissued Shares of beneficial interest of the Trust, or any Series or class and Class thereof, from time to time for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities or other property, as may be fixed determined from time to time pursuant to the direction of by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees Trustees, on behalf of the Trust, may acquire and hold as treasury shares, reissue for such consideration and on such terms as they it may determine, or cancel, at their its discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares shares of beneficial interest or any Shares shares of beneficial interest of the Trust or any Series or Class thereof, that were previously issued and reacquired of any Series or class are reacquired, into one or more Series or classes Classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized, but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Board of Trustees may from time to time divide or combine the Shares of the Trust or any particular Series thereof into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property at the time of such division or combination that is held with respect to the Trust or that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares of beneficial interest in the Trust or any Series and Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyherein and the 1940 Act.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into Sharesone or more Series. Each Series may be divided into two or more Classes. Subject to the further provisions of this Article III and any applicable requirements of the 1940 Act, all the Trustees shall have full power and authority, in their sole discretion, and without par value. The number obtaining any authorization or vote of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division Shareholders of any Series into separate classes of Shares. The different Series and classes shall be established and designatedor Class thereof, and (i) to divide the variations beneficial interest in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate each Series or classes shall be establishedClass thereof into Shares, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (with or without par value as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power determine, (ii) to issue Shares of the Trustwithout limitation as to number (including fractional Shares), or any Series or class thereof, from time to time such Persons and for such consideration (but not less than amount and type of consideration, subject to any restriction set forth in the net asset value thereof) and in By-Laws, including cash or securities, at such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration or times and on such terms as they the Trustees may determinedeem appropriate, (iii) to establish and designate and to change in any manner any Series or cancelClass thereof and to fix such preferences, at their discretion voting powers, rights, duties and privileges and business purpose of each Series or Class thereof as the Trustees may from time to timetime determine, any Shares which preferences, voting powers, rights, duties and privileges may be senior or subordinate to Subject to the distinctions permitted among Classes of any the same Series reacquired as established by the Trust. Shares held in Trustees consistent with the treasury shall notrequirements of the 1940 Act, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board each Share of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other a Series of the Trust or shall represent an equal beneficial interest in the net assets of such Series, and each holder of Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and the Shareholders of any a Series shall be entitled to receive dividends such holder's pro rata share of distributions of income and distributions, whencapital gains, if and as declared with respect thereto in the manner provided in Article IVany, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to Series. Upon redemption of the number of Shares of such class any Series, the applicable Shareholder shall be paid solely out of the funds and property of such Series held of record the Trust. All references to Shares in this Declaration of Trust shall be deemed to be Shares of any or all Series or Classes thereof, as the context may require. All provisions herein relating to the Trust shall apply equally to each Series of the Trust and each Class thereof, except as the context otherwise requires. All Shares issued hereunder, including, without limitation, Shares issued in connection with a dividend in Shares or a split or reverse split of Shares, shall be fully paid and non-assessable. Except as otherwise provided by such Shareholders on the record date for any dividend or distribution. Trustees, Shareholders shall have no preemptive or other right to subscribe to new or any additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series. Such division or combination may not materially change the proportionate beneficial interests of the Shares of that Series in the Trust Property held with respect to that Series or materially affect the rights of Shares of any other Series. Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Shares of the Trust to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generally.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, all without each Share with no par value. The number of Shares in the Trust authorized hereunder hereunder, and of each Series and Class as may be established from time to time, is unlimited. The Board of Trustees may authorize the division of Shares into separate Classes of Shares and into separate and distinct Series of Shares and the division of any Series into separate classes Classes of SharesShares in accordance with the 1940 Act. The different As of the effective date of this Declaration of Trust, any new Series and classes Classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes Classes of Series shall be established, the Shares shall have the rights rights, powers and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. (i) The fact that the Trust shall have one or more established and designated Classes of the Trust, shall not limit the authority of the Board of Trustees to establish and designate additional Classes of the Trust. The fact that one or more Classes of the Trust shall have initially been established and designated without any specific establishment or designation of a Series (i.e., that all Shares of the Trust are initially Shares of one or more Classes) shall not limit the authority of the Board of Trustees to later establish and designate a Series and establish and designate the Class or Classes of the Trust as Class or Classes, respectively, of such Series. (ii) The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said Series. The fact that a Series shall have more than one established and designated classClass, shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said Series, or to establish and designate separate classes of the previously established and designated classes. . (b) The Board of Trustees shall have the power to issue authorized but unissued Shares of beneficial interest of the Trust, or any Series or class and Class thereof, from time to time for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities or other property, as may be fixed determined from time to time pursuant to the direction of by the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled subject to any dividends requirements or other distributions declared with respect to limitations of the Shares1940 Act. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class beneficial interest of the Trust into one or more Series or classes Classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (c) Subject to the provisions of Section 6 of this Article III, Section 6, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized, but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Board of Trustees may from time to time divide or combine the Shares of the Trust or any particular Series thereof into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property at the time of such division or combination that is held with respect to the Trust or that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares of beneficial interest in the Trust or any Series and Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyherein and the 1940 Act. (e) At the time of the establishment of any Series, the Board shall designate whether such Series shall be an Exchange-Traded Fund or a Mutual Fund. Any outstanding Series of the Trust as of the effective date of this Declaration of Trust shall be deemed to have been designated as an Exchange-Traded Fund. Subject to the requirements of the 1940 Act and applicable law, the Trustees may change the designation of an Exchange-Traded Fund to a Mutual Fund, or from a Mutual Fund to an Exchange-Traded Fund.

Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into an unlimited number of Shares, all without with a par valuevalue of $ .001 per Share unless the Trustees shall designate another par value in connection with the issuance of Shares or with respect to outstanding Shares as provided in Section 5 of this Article III. The number of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined determined, by the Board of Trustees without the requirement of Shareholder approvalTrustees. If no separate Series shall be established or classes if only one Series shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares of the Trust, or any Series or class thereof, from time to time for such consideration (but not less than the net asset value thereof) and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and holders of the Shareholders Shares of any Series shall be entitled to receive dividends and distributionsdividends, when, if and as declared with respect thereto in the manner provided in Article IVVI, Section 3 1 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII107935, Section 2 hereofv0.2 5 otherwise. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series (or class) from the Trust Property assets held with respect to such Series according to the number of Shares of such class of such Series (or class) held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new or any additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular a Series into a greater or lesser number of Shares of that Series. Such division or combination may not such Series without thereby materially change changing the proportionate beneficial interests interest of the such Shares of that Series in the Trust Property assets held with respect to that Series or materially affect affecting the rights of Shares of any other Series. Any Trustee, officer or other agent All references to Shares in this Declaration of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Trust shall be deemed to be Shares of the Trust and of any or all Series or classes thereof, as the context may require. All provisions herein relating to the same extent as if such Person were not a Trustee, officer or other agent Trust shall apply equally to each Series of the Trust; Trust and each class thereof, except as the Trust may issue context otherwise requires. All Shares issued hereunder, including Shares issued in connection with a dividend in Shares or a split or reverse split of Shares, shall be fully paid and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallynon-assessable.

Division of Beneficial Interest. The Shares of the Trust shall be issued in one or more Series as the Trustees may, without Shareholder approval, authorize. Each Series shall be preferred over all other Series in respect of assets specifically allocated to that Series within the meaning of the 1940 Act and shall represent a separate investment portfolio of the Trust. The beneficial interest in the Trust each Series shall at all times be divided into an unlimited number of Shares, all par value $0.00001 per share, each of which shall, except as provided in the following sentence, represent an equal proportionate interest in the Series with each other Share of the same Series, none having priority or preference over another. The Trustees may, without par valueShareholder approval, divide the Shares of any Series into two or more classes, Shares of each such class having such preferences and special or relative rights and privileges (including conversion, exchange or similar rights, if any) as the Trustees may determine or as shall be set forth in this Declaration or the Bylaws. The number of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division Trust and each Series and class of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes authorized shall be established and designatedunlimited, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares of the Trust, or any Series or class thereof, from time to time for such consideration (but not less than the net asset value thereof) and in such form as so authorized may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired represented in part by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the fractional Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new or additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time time, without Shareholder approval, divide or combine the Shares of any particular Series or class of Shares into a greater or lesser number of Shares of that Series. Such division or combination may not materially change without thereby changing the proportionate beneficial interests interest in the Series or class of Shares. The establishment and designation of any Series of Shares shall be effective upon the adoption by vote or written consent of a majority of the then Trustees of a resolution setting forth such establishment and designation and the relative rights and preferences of such Series, or as otherwise provided in such resolution. The establishment and designation of any class of Shares shall be effective upon the adoption by vote or written consent of a majority of the then Trustees of a resolution setting forth such establishment and designation and the relative rights and preferences of such class and any such eligibility requirements for investment therein as the Trustees may determine, or as otherwise provided in such resolution. Unless otherwise determined by the Trustees, any fractional Share of a Series or class of Shares shall carry proportionately all the rights and obligations of a whole Share of that Series in the Trust Property held or class of Shares, respectively, including rights with respect to that Series or materially affect the rights voting, receipt of dividends and distributions, redemption of Shares of any other Series. Any Trustee, officer or other agent and termination of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose a Series or a class of Shares of the Trust to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyShares.

Division of Beneficial Interest. The beneficial interest in Shares of the Trust shall be issued in one or more series as the Trustees may, without shareholder approval, authorize. Each series shall be preferred over all other series in respect of the assets allocated to that series. The Interest in each series shall at all times be divided into Shares, all without par value, each of which shall, except as provided below, represent an equal proportionate interest in the series with each other Share of the same series, none having priority or preference over another. The value of an Interest represented by a Shareholder’s Shares of a series treated as a partnership or disregarded entity for U.S. federal income tax purposes shall be equal to the Book Capital Account balance maintained by the Trust with respect to that Interest in such series (and which balance shall equal the net asset value of such Interest). A Shareholder may have separate Interests and, therefore, with respect to a series treated as a partnership or disregarded entity for U.S. federal income tax purposes, separate Book Capital Accounts for each Interest within each such series, each such Interest represented by separate Shares of such series. The value of an Interest represented by a Shareholder’s Shares of a series treated as a regulated investment company for U.S. federal income tax purposes, shall be equal to the net asset value of such Shares. The Trustees may, without Shareholder approval, divide the Shares of any series into two or more classes, Shares of each such class having such preferences and special or relative rights and privileges (including conversion rights, if any) as the Trustees may determine or as shall be set forth in the Bylaws. The number of Shares of the Trust and of any series and classes of the Trust authorized hereunder is shall be unlimited. The Board of , except as the Bylaws may otherwise provide or as the Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designatedotherwise determine, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares of the Trust, or any Series or class thereof, from time to time for such consideration (but not less than the net asset value thereof) and in such form as so authorized may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury represented in part by fractional shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new or additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular Series series or class into a greater or lesser number of Shares of that Series. Such division or combination may not materially change without thereby changing the proportionate beneficial interests of Interest in the series or class. The Trustees also may from time to time, without Shareholder approval, combine the Shares of that Series in two or more series into a single series or the Trust Property held with respect to that Series or materially affect the rights of Shares of two or more classes of any other Series. Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Shares of the Trust to the same extent as if such Person were not series into a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallysingle class.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, all without each Share with a par valuevalue of $0.01. The number of Shares in the Trust authorized hereunder hereunder, and of each Series and Class as may be established from time to time, is unlimited. The Board of Trustees may authorize the division of Shares into separate Classes of Shares and into separate and distinct Series of Shares and the division of any Series into separate classes Classes of SharesShares in accordance with the 1940 Act. The different Series and classes Classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes Classes of Series shall be established, the Shares shall have the rights rights, powers and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. (i) The fact that the Trust shall have one or more established and designated Classes of the Trust, shall not limit the authority of the Board of Trustees to establish and designate additional Classes of the Trust. The fact that one or more Classes of the Trust shall have initially been established and designated without any specific establishment or designation of a Series (i.e., that all Shares of the Trust are initially Shares of one or more Classes) shall not limit the authority of the Board of Trustees to later establish and designate a Series and establish and designate the Class or Classes of the Trust as Class or Classes, respectively, of such Series. (ii) The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said Series. The fact that a Series shall have more than one established and designated classClass, shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said Series, or to establish and designate separate classes of the previously established and designated classes. . (b) The Board of Trustees shall have the power to issue authorized, but unissued Shares of beneficial interest of the Trust, or any Series or class and Class thereof, from time to time for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities or other property, as may be fixed determined from time to time pursuant to the direction of by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees Trustees, on behalf of the Trust, may acquire and hold as treasury shares, reissue for such consideration and on such terms as they it may determine, or cancel, at their its discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares shares of beneficial interest or any Shares shares of beneficial interest of the Trust or any Series or Class thereof, that were previously issued and reacquired of any Series or class are reacquired, into one or more Series or classes Classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized, but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Board of Trustees may from time to time divide or combine the Shares of the Trust or any particular Series thereof into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property at the time of such division or combination that is held with respect to the Trust or that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares of beneficial interest in the Trust or any Series and Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyherein and the 1940 Act.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Shares, all each Share without a par value. The number of Shares in the Trust authorized hereunder under the Original Declaration, the A&R Declaration and hereunder, and of each Series and Class as may be established from time to time, is unlimited. The Board of Trustees may authorize the division of Shares into separate Classes of Shares and into separate and distinct Series of Shares and the division of any Series into separate classes Classes of SharesShares in accordance with the 1940 Act. The different As of the effective date of this Declaration of Trust, any new Series and classes Classes shall be established and designateddesignated pursuant to Article III, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approvalSection 6 hereof. If no separate Series or classes Classes of Series shall be established, the Shares shall have the rights rights, powers and preferences duties provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to the Trust. (i) The fact that the Trust shall have one or more established and designated Classes of the Trust, shall not limit the authority of the Board of Trustees to establish and designate additional Classes of the Trust. The fact that one or more Classes of the Trust shall have initially been established and designated without any specific establishment or designation of a Series (i.e., that all Shares of the Trust are initially Shares of one or more Classes) shall not limit the authority of the Board of Trustees to later establish and designate a Series and establish and designate the Class or Classes of the Trust as Class or Classes, respectively, of such Series. (ii) The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said Series. The fact that a Series shall have more than one established and designated classClass, shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said Series, or to establish and designate separate classes of the previously established and designated classes. . (b) The Board of Trustees shall have the power to issue authorized, but unissued Shares of beneficial interest of the Trust, or any Series or class and Class thereof, from time to time for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities or other property, as may be fixed determined from time to time pursuant to the direction of by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees Trustees, on behalf of the Trust, may acquire and hold as treasury shares, reissue for such consideration and on such terms as they it may determine, or cancel, at their its discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares of beneficial interest or any Shares of beneficial interest of the Trust or any Series or Class thereof, that were previously issued and reacquired of any Series or class are reacquired, into one or more Series or classes Classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (c) Subject to the provisions of Section 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized, but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Board of Trustees may from time to time divide or combine the Shares of the Trust or any particular Series thereof into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property at the time of such division or combination that is held with respect to the Trust or that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares of beneficial interest in the Trust or any Series and Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyherein and the 1940 Act.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into Sharesoutstanding shares of the Trust, all without par value. The number of Shares shares of beneficial interest in the Trust authorized hereunder is unlimited. The Board of Trustees may authorize . (b) Subject to the division of Shares into separate 1940 Act and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes shall be establishedapplicable law, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares authorized but unissued shares of beneficial interest in the Trust from time to time on such terms and for such consideration as provided in Article III, Section 2. The Board of Trustees, on behalf of the Trust, or any Series or class thereof, from time to time for such consideration (but not less than the net asset value thereof) may acquire and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they it may determine, or cancel, at their its discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in . (c) Each Share shall entitle the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect holder to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and . (d) Subject to the Shareholders preferences of any Series class of Shares then existing, Shareholders shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in by the manner provided in Article IV, Section 3 hereofBoard of Trustees. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions Dividends may be paid in the ordinary course of business cash or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereofin kind. All dividends and distributions from the Trust Property shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. . (e) Subject to any Board resolution establishing and designating a class of Shares, Shareholders shall have no preemptive or other right to subscribe to for new or additional Shares authorized, but unissued shares or other securities issued by the Trust or any SeriesTrust. The Board of Trustees may from time to time divide or combine the Shares of any particular Series class into a greater or lesser number of Shares of that Seriessuch class. Such Any such division or combination may shall not materially change the proportionate beneficial interests of the Shares of that Series interest in the Trust Property held with respect to that Series of Shareholders of such class at the time of such division or combination or materially affect the rights of Shares of any other Series. Shareholders. (f) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares shares of beneficial interest in the Trust Trust, whether such shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyshares herein and the 1940 Act.

Division of Beneficial Interest. (a) The beneficial interest in the Trust shall at all times be divided into SharesShares of beneficial interest, all without par value. The number of Shares of beneficial interest in the Trust authorized hereunder hereunder, and of each Series and Class as may be established from time to time, is unlimited. The Board of Trustees may authorize authorize, in accordance with the 1940 Act, the division of Shares into separate Classes of Shares and into separate and distinct Series of Shares and the division of any Series into separate classes Classes of Shares. The different Series and classes Classes shall be established and designateddesignated pursuant to Article III, Section 6 hereof. The Shares shall have the rights, powers and the variations duties provided for herein and/or in the relative rights and preferences as between the different Series and classes shall be fixed and determined one or more resolutions adopted by the Board of Trustees without the requirement of Shareholder approvalin connection therewith. If no separate Series or classes shall be Classes of Series are established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes Classes shall be construed (as the context may require) to refer to Shares of beneficial interest of the Trust. (i) The fact that the Trust shall have one or more established and designated Classes of the Trust, shall not limit the authority of the Board to establish and designate additional Classes of the Trust. The fact that one or more Classes of the Trust shall have initially been established and designated without any specific establishment or designation of a Series (i.e., that all Shares of the Trust are initially Shares of one or more Classes) shall not limit the authority of the Board to later establish and designate a Series and establish and designate the Class or Classes of the Trust as Class or Classes, respectively, of such Series. (ii) The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes Classes (i.e., that all Shares of such Series are initially of a single classClass) shall not limit the authority of the Board of Trustees to establish and designate separate classes Classes of said such Series. The fact that a Series shall have more than one established and designated classClass, shall not limit the authority of the Board of Trustees to establish and designate additional classes Classes of said such Series, or to establish and designate separate classes of the previously established and designated classes. . (b) The Board of Trustees shall have the power to issue authorized, but unissued Shares of beneficial interest of the Trust, or any Series or class and Class thereof, from time to time for such consideration (but not less than the net asset value thereof) and paid wholly or partly in such form cash, securities or other property, as may be fixed determined from time to time pursuant by the Board, subject to the direction any requirements or limitations of the Board of Trustees1940 Act. The Board Board, on behalf of Trustees the Trust, may reacquire and hold as treasury shares, reissue for such consideration and on such terms as they it may determinedetermine in accordance herewith, or cancel, at their its discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, not confer any voting rights on the Trustees, nor shall such Shares not be deemed outstanding or eligible to vote, not be counted as an abstention at any meeting of Shareholders, and not be entitled to any dividends or other distributions declared with respect to the any Shares. The Board of Trustees may classify or reclassify any unissued Shares of beneficial interest or any Shares of beneficial interest of the Trust or any Series or Class thereof, that were previously issued and are reacquired of any Series or class by the Trust, into one or more Series or classes Classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. . (c) Subject to the provisions of Section Sections 1(b) and 6 of this Article III, each Share shall have entitle the holder to voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to for new or additional authorized, but unissued Shares or other securities issued by the Trust or any SeriesSeries thereof. The Trustees Board may from time to time divide or combine the Shares of the Trust or any particular Series thereof into a greater or lesser number of Shares of the Trust or that Series, respectively. Such division or combination may shall not materially change the proportionate beneficial interests of the holders of Shares of the Trust or that Series Series, as the case may be, in the Trust Property held Property, at the time of such division or combination, of the Trust or associated with respect to that Series or materially affect Series, as the rights of Shares of any other Series. case may be. (d) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interestedhas an economic or other interest, may acquire, own, hold and dispose of Shares of beneficial interest in the Trust or any Series and Class thereof, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust or any Series may issue and sell or cause to be issued and sold and may purchase such Shares from any such Person or any such organization organization, subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generallyherein, in the Bylaws and in the 1940 Act.