Common use of Fiduciary Duty Clause in Contracts

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person for his good faith reliance on the provisions of this Trust Instrument. The provisions of this Trust Instrument, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then (iii) such Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Trust Instrument or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever in this Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “good faith” or under another express standard, the Fiduciary Covered Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons.Indemnified Person; (b) Unless otherwise expressly provided hereinherein and subject to the provisions of the Trust Indenture Act: (i) whenever a conflict of interest exists or arises between an Indemnified Person and any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Trust Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise.; and (c) Notwithstanding any other provision of this Trust Instrument Unless otherwise expressly provided herein and subject to the contrary or as otherwise provided in provisions of the 1940 Trust Indenture Act, (i) whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit reasonably desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Trust Agreement or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person for his good faith reliance on the provisions of this Trust Instrument. The provisions of this Trust Instrument, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then (iii) such Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Trust Instrument or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever in this Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “good faith” or under another express standard, the Fiduciary Covered Person shall act under such express standard and shall not be subject to any other or different standard. (d) Any Fiduciary Covered Person and any Affiliated Persons of any Fiduciary Covered Person may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Fiduciary Covered Person. “Good faith” No Fiduciary Covered Person who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall mean subjective good faith as interpreted under Delaware have any duty to communicate or offer such opportunity to the Trust, and such Fiduciary Covered Person shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Fiduciary Covered Person pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Trust Instrument or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Fiduciary Covered Person may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliated Person of the Trust or the Shareholders. (e) To the fullest extent permitted by law, it is intended that Advisory Board Members and Trustees emeritus shall have no fiduciary duties or liabilities to the Trust or the Shareholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other another Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or and any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Indemnified Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, practices and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision: (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Trust Agreement or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other another Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or and any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Indemnified Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, practices and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision: (i) in their its “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in its “good faith” or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Trust Agreement or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus employee or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Declaration of Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person for his good faith reliance on the provisions of this Trust InstrumentDeclaration of Trust. The provisions of this Trust InstrumentDeclaration of Trust, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons. (b) Unless otherwise expressly provided herein: (i) i. whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) . whenever this Declaration of Trust Instrument or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then (iii) . such Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Declaration of Trust Instrument or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Declaration of Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever in this Declaration of Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and (ii) whenever in this Declaration of Trust Instrument a Fiduciary a Covered Person is permitted or required to make a decision in “good faith” or under another express standard, the Fiduciary Covered Person shall act under such express standard and shall not be subject to any other or different standard. (d) Any Fiduciary Covered Person and any Affiliated Persons of any Fiduciary Covered Person may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Fiduciary Covered Person. “Good faith” No Fiduciary Covered Person who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall mean subjective good faith as interpreted under Delaware lawhave any duty to communicate or offer such opportunity to the Trust, and such Fiduciary Covered Person shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Fiduciary Covered Person pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Declaration of Trust or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Subject to any applicable laws or regulations including the 1940 Act, any Fiduciary Covered Person may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliated Person of the Trust or the Shareholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or Persons and any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Indemnified Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other instrument or agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision: (i) in their “its "sole discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Agreement or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent officer of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument Declaration shall not be liable to the Trust, to the Shareholders or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentDeclaration. The provisions of this Trust InstrumentDeclaration, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties (including fiduciary duties) and liabilities of such Fiduciary Covered Persons. To the fullest extent permitted by law, no Person other than a Trustee or officer of the Trust shall have any fiduciary duties (or liability therefor) to the Trust or any Shareholder. Except where a different standard is expressly provided for in this Declaration, the Trustees and officers of the Trust shall have the benefit of the business judgment rule in the performance of their duties to the Trust and the Shareholders. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Personsits Affiliates, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Declaration or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then (iii) such , a Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Trust Instrument Declaration or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary Declaration or as otherwise provided in the 1940 Actapplicable law, (i) whenever in this Trust Instrument Declaration Fiduciary Covered Persons are permitted or required to make a decision (i) in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in its “good faith” or under another express standard, the Fiduciary Covered Person Persons shall act under such express standard and shall not be subject to any other or different standard. The term “Good good faith” as used in this Declaration shall mean subjective good faith as such term is understood and interpreted under Delaware law. (d) Any Fiduciary Covered Person and any Affiliate of any Fiduciary Covered Person may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Fiduciary Covered Person. No Fiduciary Covered Person who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall have any duty to communicate or offer such opportunity to the Trust, and such Fiduciary Covered Person shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Fiduciary Covered Person pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Declaration or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Fiduciary Covered Person may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliate of the Trust or the Shareholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between an Indemnified Person and any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Trust Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision: (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Trust Agreement or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person for his good faith reliance on the provisions of this Trust Instrument. The provisions of this Trust Instrument, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then (iii) such Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Trust Instrument or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever in this Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “good faith” or under another express standard, the Fiduciary Covered Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware law.this

Fiduciary Duty. (a) To Except as to the duties and liabilities arising under federal securities laws, to the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person for his or her good faith reliance on the provisions of this Trust Instrument. The provisions of this Trust Instrument, except to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed required by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons1940 Act. (b) Unless Except as to the obligations of Fiduciary Covered Persons under federal securities laws or unless otherwise expressly provided hereinherein : (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his or her Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Shareholders, or any other Person; then (iii) such Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his or her own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Trust Instrument or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise. (c) Notwithstanding Except as to the obligations of Fiduciary Covered Persons under federal securities laws and notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Actcontrary, (i) whenever in this Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “good faith” or under another express standard, the Fiduciary Covered Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean acting with subjective good faith as interpreted under Delaware lawlaw and without gross negligence.

Fiduciary Duty. (a) The parties hereto agree to perform their duties under this Agreement in good faith and in their subjective belief as to what is in the best interests of the Trust, but only upon the express terms of this Agreement. To the fullest extent thatpermitted by law, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) has parties hereto shall not have any implied duties (including fiduciary duties) and or liabilities relating thereto otherwise existing at law or in equity with respect to the Trust, to the Shareholders Registered Owners, the Beneficial Owners, the Authorized Participants, the Depositors or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person for his good faith reliance on the provisions all of this Trust Instrumentwhich duties are hereby eliminated. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of Fiduciary Covered Persons the Administrative Trustee or the Sponsor otherwise existing at law or in equity, equity are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Personsthe Administrative Trustee and the Sponsor. For the avoidance of doubt, no Person other than the parties hereto shall have any duties or obligations hereunder to the Trust, any Registered Owner, any Beneficial Owner, the Authorized Participants or the Depositors. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person the Administrative Trustee, the Sponsor or any of his Affiliated Personstheir respective Affiliates, on the one hand, and the Trust or any Shareholders Registered Owner, Beneficial Owner, Authorized Participant, Depositor or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person the Administrative Trustee or the Sponsor shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Registered Owner, Beneficial Owner, Authorized Participant, Depositor or any other Person; then (iii) such Fiduciary Covered Person , the Administrative Trustee and the Sponsor, respectively, shall use its commercially reasonable efforts to resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Personthe Administrative Trustee or the Sponsor, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person the Administrative Trustee or the Sponsor shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person the Administrative Trustee or the Sponsor at law or in equity or otherwise. Notwithstanding any other provision of this Agreement or of applicable law, in no event will the Sponsor or the Administrative Trustee or their respective affiliates be required to divest themselves of, or restrict their services or other activities with respect to, any assets they currently or may hold, manage or control on their own behalf or on behalf of any customer, client or any other Person. (c) Notwithstanding any other provision of this Trust Instrument to the contrary Agreement or as otherwise provided in the 1940 Actof applicable law, (i) whenever in this Trust Instrument Fiduciary Covered Persons are Agreement the Administrative Trustee or the Sponsor is permitted or required to make a decision decision: (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Administrative Trustee or the Sponsor shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders any Registered Owner, any Beneficial Owner, any Authorized Participant, any Depositor or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Person Administrative Trustee or the Sponsor shall act under such express standard and shall not be subject to any other or different standard. “Good The term "good faith” " as used in this Agreement shall mean subjective good faith as such term is understood and interpreted under Delaware law. (d) The Administrative Trustee, the Sponsor and any of their respective Affiliates may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust, and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the Administrative Trustee or the Sponsor. If the Administrative Trustee or the Sponsor acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust, it shall have no duty to communicate or offer such opportunity to the Trust, and the Administrative Trustee and the Sponsor shall not be liable to the Trust or to the Registered Owners, the Beneficial Owners, the Authorized Participants or the Depositors for breach of any fiduciary or other duty by reason of the fact that the Administrative Trustee or the Sponsor pursues or acquires for, or directs such opportunity to, another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Registered Owner, Beneficial Owner, Authorized Participant or Depositor shall have any rights or obligations by virtue of this Agreement or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed to be wrongful or improper. Except to the extent expressly provided herein, the Administrative Trustee and the Sponsor may engage or be interested in any financial or other transaction with the Trust, the Registered Owners, the Beneficial Owners, the Authorized Participants, the Depositors or any Affiliate of the Trust or the Beneficial Owners.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other another Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or and any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Indemnified Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, practices and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. In the event the Indemnified Person believes any ambiguity or uncertainty exists hereunder, the Indemnified Person may, in its sole discretion, refrain from taking any action, and shall be fully protected and not liable in any way to any person or entity for refraining from taking such action, unless the Indemnified Person receives written instructions signed by an Authorized Officer of the Sponsor which eliminates such ambiguity or uncertainty to the satisfaction of the Indemnified Person. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision: (i) in their its “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in its “good faith” or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Trust Agreement or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent officer of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Declaration of Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentDeclaration of Trust. The provisions of this Trust InstrumentDeclaration of Trust, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties (including fiduciary duties) and liabilities of such Fiduciary Covered Persons. To the fullest extent permitted by law, no Person other than a Trustee or officer of the Trust shall have any fiduciary duties (or liability therefor) to the Trust or any Shareholder. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Personsits affiliates, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Declaration of Trust Instrument or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then (iii) such , a Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Declaration of Trust Instrument or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise. (c) Notwithstanding To the fullest extent permitted by law and notwithstanding any other provision of this Declaration of Trust Instrument to the contrary or as otherwise provided in the 1940 Actany agreement contemplated herein or applicable provisions of law or equity or otherwise, (i) whenever in this Declaration of Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision (i) in their “sole discretion” or “discretion” or under a grant of similar authorityauthority or latitude, the Fiduciary Covered Persons shall be entitled to consider only such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in its “good faith” or under another express standard, the Fiduciary Covered Person Persons shall act under such express standard and shall not be subject to any other or different standard. The term “Good good faith” as used in this Declaration of Trust shall mean subjective good faith as such term is understood and interpreted under Delaware law. (d) Any Fiduciary Covered Person and any affiliate of any Fiduciary Covered Person may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Fiduciary Covered Person. No Fiduciary Covered Person who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall have any duty to communicate or offer such opportunity to the Trust, and such Fiduciary Covered Person shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Fiduciary Covered Person pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Declaration of Trust or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Fiduciary Covered Person may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any affiliate of the Trust or the Shareholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person Trustee acting under this Trust Instrument Declaration shall not be liable to the Trust, to the Shareholders or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentDeclaration. The provisions of this Trust InstrumentDeclaration, to the extent that they restrict or eliminate the duties duties(including fiduciary duties) and liabilities of Fiduciary Covered Persons the Trustees otherwise existing at law or in equity, equity are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsTrustees. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person Trustee or any of his Affiliated Personsits affiliates, on the one hand, and the Trust or any Shareholders Shareholder or any other Person, on the other hand; or (ii) whenever this Trust Instrument Declaration or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person the Trustees shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then (iii) such Fiduciary Covered Person , the Trustees shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Personthe Trustees, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person the Trustees shall not constitute a breach of this Trust Instrument Declaration or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person the Trustees at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary Declaration or as otherwise provided in the 1940 Actapplicable law, (i) whenever in this Trust Instrument Fiduciary Covered Persons Declaration the Trustees are permitted or required to make a decision (i) in their “discretion” or “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons Trustees shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “good faith” or under another express standard, the Fiduciary Covered Person Trustees shall act under such express standard and shall not be subject to any other or different standard. (d) Any Trustee and any Affiliate of any Trustee may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Trustee. “Good faith” No Trustee who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall mean subjective good faith as interpreted under Delaware lawhave any duty to communicate or offer such opportunity to the Trust, and such Trustee shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Trustee pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Declaration or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Trustee may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any affiliate of the Trust or the Shareholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, the Sponsor or the Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Funds, the Unitholders or to any other Person, a Fiduciary Covered Person the Sponsor acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Funds, the Unitholders or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement subject to the standard of care set forth in Section 5.5 herein. For the avoidance of doubt, to the fullest extent permitted by law, no person other than the Sponsor and the Trustee shall have any duties (including fiduciary duties) or liabilities at law or in equity to the Trust, any Fund, any Unitholder or any other person. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons the Sponsor or the Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Personsthe Sponsor or the Trustee. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person the Sponsor or any of his Affiliated Personsits Affiliates, on the one hand, and the Trust Trust, any Fund or any Shareholders Unitholder or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person the Sponsor shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Fund, any Unitholder or any other Person; then , the Sponsor shall (iiii) such Fiduciary Covered Person shall resolve such conflict of interest, or (ii) take such action or provide for such termsterms as are fair and reasonable to the Trust, any Fund, any Unitholder or any other Person, as applicable, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Personthe Sponsor, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person the Sponsor shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person the Sponsor at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary Agreement or as otherwise provided in the 1940 Actapplicable law, (i) whenever in this Trust Instrument Fiduciary Covered Persons are Agreement the Sponsor is permitted or required to make a decision (i) in their its “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons Sponsor shall be entitled to consider such interests and factors as they desireit desires, including their its own interestsinterest, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Unitholders or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in its “good faith” or under another express standard, the Fiduciary Covered Person Sponsor shall act under such express standard and shall not be subject to any other or different standard. The term “Good good faith” as used in this Trust Agreement shall mean subjective good faith as such term is understood and interpreted under Delaware law. (d) The Sponsor and any Affiliate of the Sponsor may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust or any Fund, as applicable, and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the Sponsor. If the Sponsor acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust or any Fund, as applicable, it shall have no duty to communicate or offer such opportunity to the Trust or any Fund, as applicable, and the Sponsor shall not be liable to the Trust, any Fund, or to the Unitholders for breach of any fiduciary or other duty by reason of the fact that the Sponsor pursues or acquires for, or directs such opportunity to, another Person or does not communicate such opportunity or information to the Trust or any Fund. The Trust, the Funds and the Unitholders shall not have any rights or obligations by virtue of this Agreement or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom. The pursuit of such ventures, even if competitive with the activities of the Trust or any Fund, shall not be deemed wrongful or improper. Except to the extent expressly provided herein, the Sponsor may engage or be interested in any financial or other transaction with the Trust, the Funds, the Unitholders or any Affiliate of the Trust or the Unitholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision: (i) in their its “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in its “good faith” or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Trust Agreement or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons.Indemnified Person; (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between an Indemnified Person and any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Trust Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise.; and (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Trust Agreement or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) Sponsor has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Shareholders, the Beneficial Owners or to any other Person, a Fiduciary Covered Person the Sponsor acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Shareholders, the Beneficial Owners or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement subject to the standard of care set forth in Section 6.5 herein. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons the Sponsor otherwise existing at law or in equity, equity are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Personsthe Sponsor. To the fullest extent permitted by law, no Person other than the Sponsor and the Trustee shall have any duties (including fiduciary duties) or liabilities at law or in equity to the Trust, the Shareholders, the Beneficial Owners or any other Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person the Sponsor or any of his Affiliated Personsits Affiliates, on the one hand, and the Trust or Trust, any Shareholders Shareholder, and Beneficial Owner or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person the Sponsor shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Shareholder, any Beneficial Owner or any other Person; then (iii) such Fiduciary Covered Person , the Sponsor shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Personthe Sponsor, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person the Sponsor shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person the Sponsor at law or in equity or otherwise. (c) Notwithstanding The Sponsor and any Affiliate of the Sponsor may engage in or possess an interest in profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the Sponsor. If the Sponsor acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust, it shall have no duty to communicate or offer such opportunity to the Trust, and the Sponsor shall not be liable to the Trust, the Shareholders or the Beneficial Owners for breach of any fiduciary or other duty by reason of the fact that the Sponsor pursues or acquires for, or directs such opportunity to, another Person or does not communicate such opportunity or information to the Trust. Neither the Trust, any Shareholder nor any Beneficial Owner shall have any rights or obligations by virtue of this Trust Agreement or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the purposes of the Trust, shall not be deemed wrongful or improper. Except to the extent expressly provided herein, the Sponsor may engage or be interested in any financial or other transaction with the Trust, the Shareholders, the Beneficial Owners or any Affiliate of the Trust,the Shareholders or the Beneficial Owners. (d) To the fullest extent permitted by law and notwithstanding any other provision of this Trust Instrument to the contrary Agreement or as otherwise provided in the 1940 Actany agreement contemplated herein or applicable provisions of law or equity or otherwise, (i) whenever in this Trust Instrument Fiduciary Covered Persons are Agreement a Person is permitted or required to make a decision (a) in their its “sole discretion” or “discretion” or under a grant of similar authorityauthority or latitude, the Fiduciary Covered Persons Person shall be entitled to consider only such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Shareholders, the Beneficial Owners or any other Person; and , or (iib) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in its “good faith” or under another express standard, the Fiduciary Covered Person shall act under such express standard and shall not be subject to any other or different standard. The term “Good good faith” as used in this Trust Agreement shall mean subjective good faith as such term is understood and interpreted under Delaware law.

Fiduciary Duty. (a) The parties hereto agree to perform their duties under this Agreement in good faith and in the best interests of the Trust, but only upon the express terms of this Agreement. The parties hereto shall not have any implied duties (including fiduciary duties) or liabilities otherwise existing at law or in equity with respect to the Trust or any other Person. To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, the Administrative Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) Sponsor has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Registered Owners, the Beneficial Owners, the Authorized Participants, the Depositors or to any other Person, a Fiduciary Covered Person the Administrative Trustee and the Sponsor acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Registered Owners, the Beneficial Owners, the Authorized Participants, the Depositors or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement subject to the standard of care in Section 5.5. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons the Administrative Trustee or the Sponsor otherwise existing at law or in equity, equity are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Personsthe Administrative Trustee and the Sponsor. For the avoidance of doubt, no Person other than the parties hereto shall have any duties or obligations hereunder to the Trust, any Registered Owner, any Beneficial Owner, the Authorized Participants or the Depositors. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person the Administrative Trustee, the Sponsor or any of his Affiliated Personstheir respective Affiliates, on the one hand, and the Trust or any Shareholders Registered Owner, Beneficial Owner, Authorized Participant, Depositor or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person the Administrative Trustee or the Sponsor shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Registered Owner, Beneficial Owner, Authorized Participant, Depositor or any other Person; then (iii) such Fiduciary Covered Person , the Administrative Trustee and the Sponsor, respectively, shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Personthe Administrative Trustee or the Sponsor, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person the Administrative Trustee or the Sponsor shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person the Administrative Trustee or the Sponsor at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary Agreement or as otherwise provided in the 1940 Actof applicable law, (i) whenever in this Trust Instrument Fiduciary Covered Persons are Agreement the Administrative Trustee or the Sponsor is permitted or required to make a decision decision: (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Administrative Trustee or the Sponsor shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders any Registered Owner, any Beneficial Owner, any Authorized Participant, any Depositor or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Person Administrative Trustee or the Sponsor shall act under such express standard and shall not be subject to any other or different standard. “Good The term "good faith” " as used in this Agreement shall mean subjective good faith as such term is understood and interpreted under Delaware law. (d) The Administrative Trustee, the Sponsor and any of their respective Affiliates may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust, and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the Administrative Trustee or the Sponsor. If the Administrative Trustee or the Sponsor acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust, it shall have no duty to communicate or offer such opportunity to the Trust, and the Administrative Trustee and the Sponsor shall not be liable to the Trust or to the Registered Owners, the Beneficial Owners, the Authorized Participants or the Depositors for breach of any fiduciary or other duty by reason of the fact that the Administrative Trustee or the Sponsor pursues or acquires for, or directs such opportunity to, another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Registered Owner, Beneficial Owner, Authorized Participant or Depositor shall have any rights or obligations by virtue of this Agreement or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed to be wrongful or improper. Except to the extent expressly provided herein, the Administrative Trustee and the Sponsor may engage or be interested in any financial or other transaction with the Trust, the Registered Owners, the Beneficial Owners, the Authorized Participants, the Depositors or any Affiliate of the Trust or the Beneficial Owners.

Fiduciary Duty. (a) To the extent that, at law (common or statutory) or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) Sponsor has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Funds, the Unitholders or to any other Person, a Fiduciary Covered Person the Sponsor acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Funds, the Unitholders or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement subject to the standard of care set forth in Section 5.5 herein. For the avoidance of doubt, to the fullest extent permitted by law, no person other than the Sponsor shall have any duties (including fiduciary duties) or liabilities at law or in equity to the Trust, any Fund, any Unitholder or any other person. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons the Sponsor otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Personsthe Sponsor. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person the Sponsor or any of his Affiliated Personsits Affiliates, on the one hand, and the Trust Trust, any Fund or any Shareholders Unitholder or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person the Sponsor shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Fund, any Unitholder or any other Person; then , the Sponsor shall (iiii) such Fiduciary Covered Person shall resolve such conflict of interest, or (ii) take such action or provide for such termsterms as are fair and reasonable to the Trust, any Fund, any Unitholder or any other Person, as applicable, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Personthe Sponsor, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person the Sponsor shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person the Sponsor at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary Agreement or as otherwise provided in the 1940 Actapplicable law, (i) whenever in this Trust Instrument Fiduciary Covered Persons are Agreement the Sponsor is permitted or required to make a decision (i) in their its “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons Sponsor shall be entitled to consider such interests and factors as they desireit desires, including their its own interestsinterest, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Unitholders or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in its “good faith” or under another express standard, the Fiduciary Covered Person Sponsor shall act under such express standard and shall not be subject to any other or different standard. The term “Good good faith” as used in this Trust Agreement shall mean subjective good faith as such term is understood and interpreted under Delaware law. (d) The Sponsor and any Affiliate of the Sponsor may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust or any Fund, as applicable, and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the Sponsor. If the Sponsor acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust or any Fund, as applicable, it shall have no duty to communicate or offer such opportunity to the Trust or any Fund, as applicable, and the Sponsor shall not be liable to the Trust, any Fund, or to the Unitholders for breach of any fiduciary or other duty by reason of the fact that the Sponsor pursues or acquires for, or directs such opportunity to, another Person or does not communicate such opportunity or information to the Trust or any Fund. The Trust, the Funds and the Unitholders shall not have any rights or obligations by virtue of this Trust Agreement or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom. The pursuit of such ventures, even if competitive with the activities of the Trust or any Fund, shall not be deemed wrongful or improper. Except to the extent expressly provided herein, the Sponsor may engage or be interested in any financial or other transaction with the Trust, the Funds, the Unitholders or any Affiliate of the Trust or the Unitholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a TrusteeTrustee or officer (each, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “"Fiduciary Covered Person”Person and collectively, the "Fiduciary Covered Persons") has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument Declaration shall not be liable to the Trust, to the Shareholders or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentDeclaration. The provisions of this Trust InstrumentDeclaration, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, equity are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons. To the fullest extent permitted by law, no person other than the Trustees and the officers of the Trust shall have any duties (including fiduciary duties) or liabilities at law or in equity to the Trust, any Shareholder or any other person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his its Affiliated Persons, on the one hand, and the Trust or any Shareholders Shareholder or any other Person, on the other hand; or (ii) whenever this Trust Instrument Declaration or the By-Laws or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person Persons shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then (iii) , then such Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Trust Instrument Declaration or the By-Laws or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary Declaration or as otherwise provided in the 1940 Actapplicable law, (i) whenever in this Trust Instrument Declaration Fiduciary Covered Persons are permitted or required to make a decision (i) in their “sole "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “"good faith” " or under another express standard, the Fiduciary Covered Person Persons shall act under such express standard and shall not be subject to any other or different standard. (d) Any Fiduciary Covered Persons and any Affiliated Person of any Fiduciary Covered Person may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust, and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Fiduciary Covered Persons. “Good faith” No Fiduciary Covered Person who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall mean subjective good faith as interpreted under Delaware lawhave any duty to communicate or offer such opportunity to the Trust, and such Fiduciary Covered Person shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Fiduciary Covered Person pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Declaration or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Fiduciary Covered Person may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliated Person of the Trust or the Shareholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision: (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Trust Agreement or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, the Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Beneficiaries or to any other Person, a Fiduciary Covered Person Trustee acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Beneficiaries or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons the Trustee otherwise existing at law or in equity, equity are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Personsthe Trustee. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person the Trustee or any of his Affiliated Personsits Affiliates, on the one hand, and the Trust or any Shareholders Beneficiaries or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person the Trustee shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Beneficiaries or any other Person; then (iii) such Fiduciary Covered Person , the Trustee shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Personthe Trustee, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person the Trustee shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person the Trustee at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary Agreement or as otherwise provided in the 1940 Actapplicable law, (i) whenever in this Trust Instrument Fiduciary Covered Persons are Agreement the Trustee is permitted or required to make a decision decision: (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Trustee shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Beneficiaries or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Person Trustee shall act under such express standard and shall not be subject to any other or different standard. (d) The Trustee and any Affiliate of the Trustee may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the Trustee. “Good faith” No Trustee who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall mean subjective good faith have any duty to communicate or offer such opportunity to the Trust, and such Trustee shall not be liable to the Trust or to the Beneficiaries for breach of any fiduciary or other duty by reason of the fact that such Trustee pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Beneficiary shall have any rights or obligations by virtue of this Agreement or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Trustee may engage or be interested in any financial or other transaction with the Beneficiaries or any Affiliate of the Trust or the Beneficiaries, or may act as interpreted under Delaware lawdepositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Trust or the Beneficiaries or their Affiliates.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person for his good faith reliance on the provisions of this Trust Instrument. The provisions of this Trust Instrument, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then (iii) then such Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Trust Instrument or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever in this Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and (ii) whenever in this Trust Instrument a Fiduciary a Covered Person is permitted or required to make a decision in “good faith” or under another express standard, the Fiduciary Covered Person shall act under such express standard and shall not be subject to any other or different standard. (d) Any Fiduciary Covered Person and any Affiliated Persons of any Fiduciary Covered Person may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Fiduciary Covered Person. “Good faith” No Fiduciary Covered Person who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall mean subjective good faith as interpreted under Delaware have any duty to communicate or offer such opportunity to the Trust, and such Fiduciary Covered Person shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Fiduciary Covered Person pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Trust Instrument or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Fiduciary Covered Person may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliated Person of the Trust or the Shareholders. (e) To the fullest extent permitted by law, it is intended that Advisory Board Members and Trustees emeritus shall have no fiduciary duties or liabilities to the Trust or the Shareholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Partnership or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Partnership or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement or the advice of counsel selected by the Indemnified Person in good faith. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: , (i) whenever a conflict of interest exists or arises between an Indemnified Person and any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Partnership or any other Person; then (iii) such Fiduciary Covered Partner, the Indemnified Person shall resolve such conflict of interest, take taking such action or provide providing such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, the advice of counsel selected by the Indemnified Person in good faith, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision (i) in their “sole its "discretion” " or under a grant of similar authorityauthority or latitude, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider only such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Partnership or any other Person; and , or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Agreement or other applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other another Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the TIA), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or and any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Indemnified Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, practices and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision: (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Trust Agreement or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent officer of the Trust (each a “"Fiduciary Covered Person”") has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Declaration of Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentDeclaration of Trust. The provisions of this Trust InstrumentDeclaration of Trust, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties (including fiduciary duties) and liabilities of such Fiduciary Covered Persons. To the fullest extent permitted by law, no Person other than a Trustee or officer of the Trust shall have any fiduciary duties (or liability therefor) to the Trust or any Shareholder. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Personsits affiliates, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Declaration of Trust Instrument or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then (iii) such , a Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Declaration of Trust Instrument or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise. (c) Notwithstanding To the fullest extent permitted by law and notwithstanding any other provision of this Declaration of Trust Instrument to the contrary or as otherwise provided in the 1940 Actany agreement contemplated herein or applicable provisions of law or equity or otherwise, (i) whenever in this Declaration of Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision (i) in their “"sole discretion” " or "discretion" or under a grant of similar authorityauthority or latitude, the Fiduciary Covered Persons shall be entitled to consider only such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Person Persons shall act under such express standard and shall not be subject to any other or different standard. “Good The term "good faith” " as used in this Declaration of Trust shall mean subjective good faith as such term is understood and interpreted under Delaware law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person Trustee acting under this Trust Instrument Declaration shall not be liable to the Trust, to the Shareholders or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentDeclaration. The provisions of this Trust InstrumentDeclaration, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons the Trustees otherwise existing at law or in equity, equity are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsTrustees. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person Trustee or any of his Affiliated Personsits Affiliates, on the one hand, and the Trust or any Shareholders Shareholder or any other Person, on the other hand; or (ii) whenever this Trust Instrument Declaration or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person the Trustees shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then (iii) such Fiduciary Covered Person , the Trustees shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Personthe Trustees, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person the Trustees shall not constitute a breach of this Trust Instrument Declaration or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person the Trustees at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary Declaration or as otherwise provided in the 1940 Actapplicable law, (i) whenever in this Trust Instrument Fiduciary Covered Persons Declaration the Trustees are permitted or required to make a decision (i) in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons Trustees shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “good faith” or under another express standard, the Fiduciary Covered Person Trustees shall act under such express standard and shall not be subject to any other or different standard. (d) Any Trustee and any Affiliate of any Trustee may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Trustee. “Good faith” No Trustee who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall mean subjective good faith as interpreted under Delaware lawhave any duty to communicate or offer such opportunity to the Trust, and such Trustee shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Trustee pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Declaration or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Trustee may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliate of the Trust or the Shareholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person for his good faith reliance on the provisions of this Trust Instrument. The provisions of this Trust Instrument, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then (iii) such Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Trust Instrument or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever in this Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and (ii) whenever in this Trust Instrument a Fiduciary a Covered Person is permitted or required to make a decision in “good faith” or under another express standard, the Fiduciary Covered Person shall act under such express standard and shall not be subject to any other or different standard. (d) Any Fiduciary Covered Person and any Affiliated Persons of any Fiduciary Covered Person may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Fiduciary Covered Person. “Good faith” No Fiduciary Covered Person who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall mean subjective good faith as interpreted under Delaware have any duty to communicate or offer such opportunity to the Trust, and such Fiduciary Covered Person shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Fiduciary Covered Person pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Trust Instrument or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Fiduciary Covered Person may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliated Person of the Trust or the Shareholders. (e) To the fullest extent permitted by law, it is intended that Advisory Board Members and Trustees emeritus shall have no fiduciary duties or liabilities to the Trust or the Shareholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) Sponsor has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person (i) all fiduciary duties are hereby eliminated and replaced entirely by the terms of this Trust Agreement and (ii) the Sponsor acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentTrust. The provisions of this Trust InstrumentAgreement, to the extent that they otherwise restrict or eliminate the duties and liabilities of Fiduciary Covered Persons the Sponsor otherwise existing at law or in equity, equity are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Personsthe Sponsor. To the fullest extent permitted by law, no Person other than the Sponsor and the Trustee shall have any duties (including fiduciary duties) or liabilities at law or in equity to the Trust, the Shareholders or any other Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person the Sponsor or any of his Affiliated Personsits Affiliates, on the one hand, and the Trust or Trust, any Shareholders Shareholder or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person the Sponsor shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Shareholder or any other Person; then (iii) such Fiduciary Covered Person , the Sponsor shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Personthe Sponsor, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person the Sponsor shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person the Sponsor at law or in equity or otherwise. (c) Notwithstanding The Sponsor and any Affiliate of the Sponsor may engage in or possess an interest in profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the Sponsor. If the Sponsor acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust, it shall have no duty to communicate or offer such opportunity to the Trust, and the Sponsor shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that the Sponsor pursues or acquires for, or directs such opportunity to, another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholder shall have any rights or obligations by virtue of this Trust Agreement or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the purposes of the Trust, shall not be deemed wrongful or improper. Except to the extent expressly provided herein, the Sponsor may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliate of the Trust or the Shareholders. (d) To the fullest extent permitted by law and notwithstanding any other provision of this Trust Instrument to the contrary Agreement or as otherwise provided in the 1940 Actany agreement contemplated herein or applicable provisions of law or equity or otherwise, (i) whenever in this Trust Instrument Fiduciary Covered Persons are Agreement a Person is permitted or required to make a decision (a) in their its “sole discretion” or “discretion” or under a grant of similar authorityauthority or latitude, the Fiduciary Covered Persons Person shall be entitled to consider only such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and , or (iib) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in its “good faith” or under another express standard, the Fiduciary Covered Person shall act under such express standard and shall not be subject to any other or different standard. The term “Good good faith” as used in this Trust Agreement shall mean subjective good faith as such term is understood and interpreted under Delaware law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Holder of Securities, each Covered Person or Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision: (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Trust Agreement or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent officer of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Declaration of Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentDeclaration of Trust. The provisions of this Trust InstrumentDeclaration of Trust, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties (including fiduciary duties) and liabilities of such Fiduciary Covered Persons. To the fullest extent permitted by law, no Person other than a Trustee or officer of the Trust shall have any fiduciary duties (or liability therefor) to the Trust or any Shareholder. Except where a different standard is expressly provided for in this Declaration of Trust, the Trustees and officers of the Trust shall have the benefit of the business judgment rule in the performance of their duties to the Trust and the Shareholders. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Personsits Affiliates, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Declaration of Trust Instrument or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then (iii) such , a Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Declaration of Trust Instrument or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Declaration of Trust Instrument to the contrary or as otherwise provided in the 1940 Actapplicable law, (i) whenever in this Declaration of Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision (i) in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in its “good faith” or under another express standard, the Fiduciary Covered Person Persons shall act under such express standard and shall not be subject to any other or different standard. The term “Good good faith” as used in this Declaration of Trust shall mean subjective good faith as such term is understood and interpreted under Delaware lawthe laws of the State of Delaware. (d) Any Fiduciary Covered Person and any Affiliate of any Fiduciary Covered Person may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Fiduciary Covered Person. No Fiduciary Covered Person who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall have any duty to communicate or offer such opportunity to the Trust, and such Fiduciary Covered Person shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Fiduciary Covered Person pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Declaration of Trust or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Fiduciary Covered Person may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliate of the Trust or the Shareholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent officer of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument Declaration shall not be liable to the Trust, to the Shareholders or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentDeclaration. The provisions of this Trust InstrumentDeclaration, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties (including fiduciary duties) and liabilities of such Fiduciary Covered Persons. To the fullest extent permitted by law, no Person other than a Trustee or officer of the Trust shall have any fiduciary duties (or liability therefor) to the Trust or any Shareholder. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Personsits Affiliates, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Declaration or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then (iii) such , a Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Trust Instrument Declaration or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary Declaration or as otherwise provided in the 1940 Actapplicable law, (i) whenever in this Trust Instrument Declaration Fiduciary Covered Persons are permitted or required to make a decision (i) in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in its “good faith” or under another express standard, the Fiduciary Covered Person Persons shall act under such express standard and shall not be subject to any other or different standard. (d) Any Fiduciary Covered Person and any Affiliate of any Fiduciary Covered Person may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Fiduciary Covered Person. “Good faith” No Fiduciary Covered Person who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall mean subjective good faith as interpreted under Delaware lawhave any duty to communicate or offer such opportunity to the Trust, and such Fiduciary Covered Person shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Fiduciary Covered Person pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Declaration or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Fiduciary Covered Person may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliate of the Trust or the Shareholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons.Indemnified Person; (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between an Indemnified Person and any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Trust Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise.; and (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standardstandard imposed by this Trust Agreement or by applicable law. “Good faith” shall mean subjective good faith as interpreted under Delaware law.ARTICLE

Fiduciary Duty. (a) To the extent that, at law (common or statutory) or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) Sponsor has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Funds, the Unitholders or to any other Person, a Fiduciary Covered Person the Sponsor acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Funds, the Unitholders or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement subject to the standard of care set forth in Section 5.5 herein. For the avoidance of doubt, to the fullest extent permitted by law, no person other than the Sponsor and the Trustee shall have any duties (including fiduciary duties) or liabilities at law or in equity to the Trust, any Fund, any Unitholder or any other person. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons the Sponsor or the Trustee otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Personsthe Sponsor or the Trustee. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person the Sponsor or any of his Affiliated Personsits Affiliates, on the one hand, and the Trust Trust, any Fund or any Shareholders Unitholder or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person the Sponsor shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Fund, any Unitholder or any other Person; then , the Sponsor shall (iiii) such Fiduciary Covered Person shall resolve such conflict of interest, or (ii) take such action or provide for such termsterms as are fair and reasonable to the Trust, any Fund, any Unitholder or any other Person, as applicable, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Personthe Sponsor, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person the Sponsor shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person the Sponsor at law or in equity or otherwise. (c) Notwithstanding The Sponsor and any Affiliate of the Sponsor may engage in or possess an interest in other provision profit-seeking or business ventures of this any nature or description, independently or with others, whether or not such ventures are competitive with the Trust Instrument or any Fund, as applicable, and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the contrary Sponsor. If the Sponsor acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust or any Fund, as otherwise provided in the 1940 Actapplicable, (i) whenever in this Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, it shall have no duty to communicate or obligation offer such opportunity to give the Trust or any consideration Fund, as applicable, and the Sponsor shall not be liable to the Trust, any interest Fund, or to the Unitholders for breach of any fiduciary or factors affecting other duty by reason of the fact that the Sponsor pursues or acquires for, or directs such opportunity to, another Person or does not communicate such opportunity or information to the Trust or any Fund. The Trust, the Funds and the Unitholders shall not have any rights or obligations by virtue of this Agreement or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom. The pursuit of such ventures, even if competitive with the activities of the Trust or any Fund, shall not be deemed wrongful or improper. Except to the extent expressly provided herein, the Sponsor may engage or be interested in any financial or other transaction with the Trust, the Shareholders Funds, the Unitholders or any other Person; and (ii) whenever in this Affiliate of the Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “good faith” or under another express standard, the Fiduciary Covered Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware lawUnitholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person; provided, however, nothing herein shall be construed to limit the implied duty of good faith and fair dealing. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Holder of Securities, each Covered Person or Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith willful misconduct by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision: (i) in their its “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in its “good faith” or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Trust Agreement or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) Partnership Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Partnership or to any other Partnership Covered Person, a Fiduciary Covered Partnership Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Partnership or to any other Partnership Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons a Partnership Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsPartnership Indemnified Person. (b) Unless otherwise expressly provided herein: , (i) whenever a conflict of interest exists or arises between any Fiduciary Partnership Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever whether this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered Partnership Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Partnership or any other Person; then (iii) such Fiduciary Covered Partner, the Partnership Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Partnership Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Partnership Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Partnership Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement a Partnership Indemnified Person is permitted or required to make a decision (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “good faith” or under another express standard, the Fiduciary Covered Partnership Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware law.be

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or and any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Indemnified Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision: (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Trust Agreement or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent officer of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument Declaration shall not be liable to the Trust, to the Shareholders or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentDeclaration. The provisions of this Trust InstrumentDeclaration, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties (including fiduciary duties) and liabilities of such Fiduciary Covered Persons. To the extent the Trustees are deemed to have a duty of care that has not been modified or eliminated by this Agreement, such duty of care shall be interpreted and applied in a manner consistent with the duty of care applicable to directors of corporations to such corporations and their stockholders under the DGCL, including the applicability of the business judgment rule. To the fullest extent permitted by law, no Person other than a Trustee or officer of the Trust shall have any fiduciary duties (or liability therefor) to the Trust or any Shareholder. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Personsits affiliates, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Declaration or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then (iii) such , a Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Trust Instrument Declaration or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary Declaration or as otherwise provided in the 1940 Actapplicable law, (i) whenever in this Trust Instrument Declaration Fiduciary Covered Persons are permitted or required to make a decision (i) in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in its “good faith” or under another express standard, the Fiduciary Covered Person Persons shall act under such express standard and shall not be subject to any other or different standard. The term “Good good faith” as used in this Declaration shall mean subjective good faith as such term is understood and interpreted under Delaware law. (d) A Fiduciary Covered Person, the Adviser and any of their respective affiliates may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust, and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to such Fiduciary Covered Person, the Adviser or any of their respective affiliates. To the extent a Fiduciary Covered Person or the Adviser acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust, neither the Fiduciary Covered Person nor the Adviser shall have any duty to communicate or offer such opportunity to the Trust, subject to the requirements of the Investment Company Act, the Investment Advisers Act, and any applicable co-investment order issued by the Commission, as applicable, and neither the Fiduciary Covered Person nor the Adviser shall be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Fiduciary Covered Person pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Declaration or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Fiduciary Covered Person and the Adviser may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any affiliate of the Trust or the Shareholders, subject to the requirements of the Investment Company Act, the Investment Advisers Act, and any applicable co-investment order issued by the Commission.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person for his good faith reliance on the provisions of this Trust Instrument. The provisions of this Trust Instrument, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then (iii) such Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Trust Instrument or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever in this Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any any (d) interest of or factors affecting the Trust, the Shareholders or any other Person; and (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “good faith” or under another express standard, the Fiduciary Covered Person shall act under such express standard and shall not be subject to any other or different standard. (e) Any Fiduciary Covered Person and any Affiliated Persons of any Fiduciary Covered Person may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Fiduciary Covered Person. “Good faith” No Fiduciary Covered Person who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall mean subjective good faith as interpreted under Delaware have any duty to communicate or offer such opportunity to the Trust, and such Fiduciary Covered Person shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Fiduciary Covered Person pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Trust Instrument or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Fiduciary Covered Person may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliated Person of the Trust or the Shareholders. (f) To the fullest extent permitted by law, it is intended that Advisory Board Members and Trustees emeritus shall have no fiduciary duties or liabilities to the Trust or the Shareholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other another Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or and any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Indemnified Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, practices and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision: (i) in their its “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in its “good faith” or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Trust Agreement or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person for his good faith reliance on the provisions of this Trust Instrument. The provisions of this Trust Instrument, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then (iii) such Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Trust Instrument or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever in this Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “good faith” or under another express standard, the Fiduciary Covered Person shall act under such express standard and shall not be subject to any other or different standard. (d) Any Fiduciary Covered Person and any Affiliated Persons of any Fiduciary Covered Person may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Fiduciary Covered Person. “Good faith” No Fiduciary Covered Person who acquires (e) knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall mean subjective good faith as interpreted under Delaware have any duty to communicate or offer such opportunity to the Trust, and such Fiduciary Covered Person shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Fiduciary Covered Person pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Trust Instrument or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Fiduciary Covered Person may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliated Person of the Trust or the Shareholders. (f) To the fullest extent permitted by law, it is intended that Advisory Board Members and Trustees emeritus shall have no fiduciary duties or liabilities to the Trust or the Shareholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Declaration shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentDeclaration. The provisions of this Trust InstrumentDeclaration, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between an Indemnified Person and any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Declaration or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Declaration or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Declaration an Indemnified Person is permitted or required to make a decision decision: (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Declaration or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, the Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) Sponsor has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Registered Owners, the Beneficial Owners, the Authorized Participants, the Depositors or to any other Person, a Fiduciary Covered Person the Trustee and the Sponsor acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Registered Owners, the Beneficial Owners, the Authorized Participants, the Depositors or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement subject to the standard of care in Section 5.5. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons the Trustee or the Sponsor otherwise existing at law or in equity, equity are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Personsthe Trustee and the Sponsor. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person the Trustee, the Sponsor or any of his Affiliated Personstheir respective Affiliates, on the one hand, and the Trust or any Shareholders Registered Owner, Beneficial Owner, Authorized Participant, Depositor or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person the Trustee or the Sponsor shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Registered Owner, Beneficial Owner, Authorized Participant, Depositor or any other Person; then (iii) such Fiduciary Covered Person , the Trustee and the Sponsor, respectively, shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Personthe Trustee or the Sponsor, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person the Trustee or the Sponsor shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person the Trustee or the Sponsor at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary Agreement or as otherwise provided in the 1940 Actof applicable law, (i) whenever in this Trust Instrument Fiduciary Covered Persons are Agreement the Trustee or the Sponsor is permitted or required to make a decision decision: (i) in their its “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons Trustee or the Sponsor shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders any Registered Owner, any Beneficial Owner, any Authorized Participant, any Depositor or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in its “good faith” or under another express standard, the Fiduciary Covered Person Trustee or the Sponsor shall act under such express standard and shall not be subject to any other or different standard. (d) The Trustee, the Sponsor and any of their respective Affiliates may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust, and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the Trustee or the Sponsor. “Good faith” If the Trustee or the Sponsor acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust, it shall mean subjective good faith as interpreted under Delaware lawhave no duty to communicate or offer such opportunity to the Trust, and the Trustee and the Sponsor shall not be liable to the Trust or to the Registered Owners, the Beneficial Owners, the Authorized Participants or the Depositors for breach of any fiduciary or other duty by reason of the fact that the Trustee or the Sponsor pursues or acquires for, or directs such opportunity to, another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Registered Owner, Beneficial Owner, Authorized Participant or Depositor shall have any rights or obligations by virtue of this Agreement or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed to be wrongful or improper. Except to the extent expressly provided herein, the Trustee and the Sponsor may engage or be interested in any financial or other transaction with the Trust, the Registered Owners, the Beneficial Owners, the Authorized Participants, the Depositors or any Affiliate of the Trust or the Beneficial Owners.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Declaration shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentDeclaration. The provisions of this Trust InstrumentDeclaration, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between an Indemnified Person and any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Declaration or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Declaration or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Declaration an Indemnified Person is permitted or required to make a decision decision (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Declaration or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision: (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Agreement or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary a Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other an Indemnified Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, practices and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision: (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Trust Agreement or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent employee of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Declaration of Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentDeclaration of Trust. The provisions of this Trust InstrumentDeclaration of Trust, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons otherwise existing at under state law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Personsits Affiliates, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Declaration of Trust Instrument or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then (iii) such , a Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Declaration of Trust Instrument or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Declaration of Trust Instrument to the contrary or as otherwise provided in the 1940 Actapplicable law, (i) whenever in this Declaration of Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision (i) in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in its “good faith” or under another express standard, the Fiduciary Covered Person Persons shall act under such express standard and shall not be subject to any other or different standard. (d) Any Fiduciary Covered Person and any Affiliate of any Fiduciary Covered Person may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Fiduciary Covered Person. “Good faith” No Fiduciary Covered Person who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall mean subjective good faith as interpreted under Delaware lawhave any duty to communicate or offer such opportunity to the Trust, and such Fiduciary Covered Person shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Fiduciary Covered Person pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Trust Instrument or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Fiduciary Covered Person may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliate of the Trust or the Shareholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person for his good faith reliance on the provisions of this Trust Instrument. The provisions of this Trust Instrument, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons Persons (b) otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons. (bc) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then (iii) such Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Trust Instrument or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise. (cd) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever in this Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “good faith” or under another express standard, the Fiduciary Covered Person shall act under such express standard and shall not be subject to any other or different standard. (e) Any Fiduciary Covered Person and any Affiliated Persons of any Fiduciary Covered Person may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Fiduciary Covered Person. “Good faith” No Fiduciary Covered Person who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall mean subjective good faith as interpreted under Delaware have any duty to communicate or offer such opportunity to the Trust, and such Fiduciary Covered Person shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Fiduciary Covered Person pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Trust Instrument or the trust relationship created hereby (f) in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Fiduciary Covered Person may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliated Person of the Trust or the Shareholders. (g) To the fullest extent permitted by law, it is intended that Advisory Board Members and Trustees emeritus shall have no fiduciary duties or liabilities to the Trust or the Shareholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision: (i) in their its “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in its “good faith” or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Agreement or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons.Indemnified Person; (b) Unless otherwise expressly provided herein, and subject to the provisions of the Trust Indenture Act: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered an Indemnified Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Covered Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Securityholder, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise.; and (c) Notwithstanding any other provision of this Trust Instrument Unless otherwise expressly provided herein, and subject to the contrary or as otherwise provided in provisions of the 1940 Trust Indenture Act, (i) whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and and, to the extent permitted by applicable law, shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) -------------- an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons.Indemnified Person; (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between an Indemnified Person and any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Trust Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise.; and (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Trust Agreement or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between an Indemnified Person and any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision: (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Trust Agreement or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) : whenever a conflict of interest exists or arises between an Indemnified Person and any Fiduciary Covered Person Person; or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision: in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and (ii) whenever or in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Trust Agreement or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) Sponsor has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Funds, the Unitholders or to any other Person, a Fiduciary Covered Person the Sponsor acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Funds, the Unitholders or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement subject to the standard of care set forth in Section 5.5 herein. For the avoidance of doubt, to the fullest extent permitted by law, and except as otherwise expressly set forth herein, no person other than the Sponsor shall have any duties (including fiduciary duties) or liabilities at law or in equity to the Trust, any Fund, any Unitholder or any other person. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons the Sponsor otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Personsthe Sponsor. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person the Sponsor or any of his Affiliated Personsits Affiliates, on the one hand, and the Trust Trust, any Fund or any Shareholders Unitholder or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person the Sponsor shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Fund, any Unitholder or any other Person; then , the Sponsor shall (iiii) such Fiduciary Covered Person shall resolve such conflict of interest, or (ii) take such action or provide for such termsterms as are fair and reasonable to the Trust, any Fund, any Unitholder or any other Person, as applicable, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Personthe Sponsor, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person the Sponsor shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person the Sponsor at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary Agreement or as otherwise provided in the 1940 Actapplicable law, (i) whenever in this Trust Instrument Fiduciary Covered Persons are Agreement the Sponsor is permitted or required to make a decision (i) in their its “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons Sponsor shall be entitled to consider such interests and factors as they desireit desires, including their its own interestsinterest, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Unitholders or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in its “good faith” or under another express standard, the Fiduciary Covered Person Sponsor shall act under such express standard and shall not be subject to any other or different standard. The term “Good good faith” as used in this Trust Agreement shall mean subjective good faith as such term is understood and interpreted under Delaware law. (d) The Sponsor and any Affiliate of the Sponsor may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust or any Fund, as applicable, and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the Sponsor. If the Sponsor acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust or any Fund, as applicable, it shall have no duty to communicate or offer such opportunity to the Trust or any Fund, as applicable, and the Sponsor shall not be liable to the Trust, any Fund, or to the Unitholders for breach of any fiduciary or other duty by reason of the fact that the Sponsor pursues or acquires for, or directs such opportunity to, another Person or does not communicate such opportunity or information to the Trust or any Fund. The Trust, the Funds and the Unitholders shall not have any rights or obligations by virtue of this Agreement or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom. The pursuit of such ventures, even if competitive with the activities of the Trust or any Fund, shall not be deemed wrongful or improper. Except to the extent expressly provided herein, the Sponsor may engage or be interested in any financial or other transaction with the Trust, the Funds, the Unitholders or any Affiliate of the Trust or the Unitholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) Sponsor has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Funds, the Unitholders or to any other Person, a Fiduciary Covered Person the Sponsor acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Funds, the Unitholders or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement subject to the standard of care set forth in Section 5.5 herein. For the avoidance of doubt, to the fullest extent permitted by law, and except as otherwise expressly set forth herein, no person other than the Sponsor shall have any duties (including fiduciary duties) or liabilities at law or in equity to the Trust, any Fund, any Unitholder or any other person. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons the Sponsor otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Personsthe Sponsor. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person the Sponsor or any of his Affiliated Personsits Affiliates, on the one hand, and the Trust Trust, any Fund or any Shareholders Unitholder or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person the Sponsor shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Fund, any Unitholder or any other Person; then , the Sponsor shall (iiii) such Fiduciary Covered Person shall resolve such conflict of interest, or (ii) take such action or provide for such termsterms as are fair and reasonable to the Trust, any Fund, any Unitholder or any other Person, as applicable, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Personthe Sponsor, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person the Sponsor shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person the Sponsor at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary Agreement or as otherwise provided in the 1940 Actapplicable law, (i) whenever in this Trust Instrument Fiduciary Covered Persons are Agreement the Sponsor is permitted or required to make a decision (i) in their its “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons Sponsor shall be entitled to consider such interests and factors as they desireit desires, including their its own interestsinterest, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Unitholders or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in its “good faith” or under another express standard, the Fiduciary Covered Person Sponsor shall act under such express standard and shall not be subject to any other or different standard. The term “Good good faith” as used in this Trust Agreement shall mean subjective good faith as such term is understood and interpreted under Delaware law. (d) The Sponsor and any Affiliate of the Sponsor may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust or any Fund, as applicable, and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the Sponsor. If the Sponsor acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust or any Fund, as applicable, it shall have no duty to communicate or offer such opportunity to the Trust or any Fund, as applicable, and the Sponsor shall not be liable to the Trust, any Fund, or to the Unitholders for breach of any fiduciary or other duty by reason of the fact that the Sponsor pursues or acquires for, or directs such opportunity to, another Person or does not communicate such opportunity or information to the Trust or any Fund. The Trust, the Funds and the Unitholders shall not have any rights or obligations by virtue of this Trust Agreement or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom. The pursuit of such ventures, even if competitive with the activities of the Trust or any Fund, shall not be deemed wrongful or improper. Except to the extent expressly provided herein, the Sponsor may engage or be interested in any financial or other transaction with the Trust, the Funds, the Unitholders or any Affiliate of the Trust or the Unitholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person for his good faith reliance on the provisions of this Trust Instrument. The provisions of this Trust Instrument, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then (iii) such Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Trust Instrument or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever in this Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “good faith” or under another express standard, the Fiduciary Covered Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent officer of the Trust (each a “"Fiduciary Covered Person”") has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument Declaration shall not be liable to the Trust, to the Shareholders or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentDeclaration. The provisions of this Trust InstrumentDeclaration, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties (including fiduciary duties) and liabilities of such Fiduciary Covered Persons. To the fullest extent permitted by law, no Person other than a Trustee or officer of the Trust shall have any fiduciary duties (or liability therefor) to the Trust or any Shareholder. Except where a different standard is expressly provided for in this Declaration, the Trustees and officers of the Trust shall have the benefit of the business judgment rule in the performance of their duties to the Trust and the Shareholders. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Personsits Affiliates, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Declaration or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then (iii) such , a Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Trust Instrument Declaration or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary Declaration or as otherwise provided in the 1940 Actapplicable law, (i) whenever in this Trust Instrument Declaration Fiduciary Covered Persons are permitted or required to make a decision (i) in their “sole "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Person Persons shall act under such express standard and shall not be subject to any other or different standard. “Good The term "good faith” " as used in this Declaration shall mean subjective good faith as such term is understood and interpreted under Delaware law. (d) Any Fiduciary Covered Person and any Affiliate of any Fiduciary Covered Person may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Fiduciary Covered Person. No Fiduciary Covered Person who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall have any duty to communicate or offer such opportunity to the Trust, and such Fiduciary Covered Person shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Fiduciary Covered Person pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Declaration or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Fiduciary Covered Person may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliate of the Trust or the Shareholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement; provided, however, that an Indemnified Person shall be liable for any loss, damage or claim incurred by reason of such Indemnified Person's gross negligence or willfull misconduct, (subject, with respect to the Property Trustee, to Section 8.01). The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided hereinherein and subject to the provisions of the Trust Indenture Act: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered an Indemnified Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Covered Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Securityholder, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise.; and (c) Notwithstanding any other provision of this Trust Instrument Unless otherwise expressly provided herein and subject to the contrary or as otherwise provided in provisions of the 1940 Trust Indenture Act, (i) whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit reasonably desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and and, to the extent permitted by applicable law, shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware lawstandard imposed by this Trust Agreement.

Fiduciary Duty. (a) The Managing Owner shall not have any implied duties (including fiduciary duties) or liabilities otherwise existing at law or in equity with respect to the Trust. To the fullest extent permitted by law, no person other than the Trustee and the Managing Owner, shall have any duties (including fiduciary duties) or liabilities at law or in equity to the Trust, any Shareholder or any other person. (b) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) Managing Owner has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument the Managing Owner shall not be liable to the Trust, to the Shareholders Trust or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of Fiduciary Covered Persons the Managing Owner otherwise existing at law or in equity, equity are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Personsthe Managing Owner. (bc) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person the Managing Owner or any of his Affiliated Personsits Affiliates, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person the Managing Owner shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Person , the Managing Owner shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Personthe Managing Owner, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person the Managing Owner shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person the Managing Owner at law or in equity or otherwise. (cd) Notwithstanding any other provision of this Trust Instrument to the contrary Agreement or as otherwise provided in the 1940 Actapplicable law, (i) whenever in this Trust Instrument Fiduciary Covered Persons are Agreement the Managing Owner is permitted or required to make a decision decision: (i) in their its “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons Managing Owner shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in its “good faith” or under another express standard, the Fiduciary Covered Person Managing Owner shall act under such express standard and shall not be subject to any other or different standard. (e) The Managing Owner and any Affiliate of the Managing Owner may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Trustee. “Good faith” If the Managing Owner acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall mean subjective good faith not have any duty to communicate or offer such opportunity to the Trust, and the Managing Owner shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that the Managing Owner pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Trust Agreement or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. The Managing Owner may engage or be interested in any financial or other transaction with the Trust or any Affiliate of the Trust, or may act as interpreted under Delaware lawdepositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Trust or its Affiliates.

Fiduciary Duty. (a) To the extent that, at law or in equity, a TrusteeTrustee or officer (each, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered PersonPerson and collectively, the “Fiduciary Covered Persons”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument Declaration shall not be liable to the Trust, to the Shareholders or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentDeclaration. The provisions of this Trust InstrumentDeclaration, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, equity are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons. To the fullest extent permitted by law, no person other than the Trustees and the officers of the Trust shall have any duties (including fiduciary duties) or liabilities at law or in equity to the Trust, any Shareholder or any other person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his its Affiliated Persons, on the one hand, and the Trust or any Shareholders Shareholder or any other Person, on the other hand; or (ii) whenever this Trust Instrument Declaration or the By-Laws or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person Persons shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then (iii) , then such Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Trust Instrument Declaration or the By-Laws or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary Declaration or as otherwise provided in the 1940 Actapplicable law, (i) whenever in this Trust Instrument Declaration Fiduciary Covered Persons are permitted or required to make a decision (i) in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “good faith” or under another express standard, the Fiduciary Covered Person Persons shall act under such express standard and shall not be subject to any other or different standard. (d) Any Fiduciary Covered Persons and any Affiliated Person of any Fiduciary Covered Person may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust, and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Fiduciary Covered Persons. “Good faith” No Fiduciary Covered Person who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall mean subjective good faith as interpreted under Delaware lawhave any duty to communicate or offer such opportunity to the Trust, and such Fiduciary Covered Person shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Fiduciary Covered Person pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Declaration or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Fiduciary Covered Person may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliated Person of the Trust or the Shareholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between an Indemnified Person and any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Trust Agreement or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Declaration shall not be liable to the Trust, to the Shareholders Trust or to any other another Covered Person for his its good faith reliance on the provisions of this Trust InstrumentDeclaration. The provisions of this Trust InstrumentDeclaration, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or and any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Indemnified Person, on the other hand; or (ii) whenever this Trust Instrument Declaration or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, practices and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Declaration or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Declaration an Indemnified Person is permitted or required to make a decision decision: (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Declaration or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement; provided, however, that an Indemnified Person shall be liable for any loss, damage or claim incurred by reason of such Indemnified Person's gross negligence or willful misconduct, (subject, with respect to the Property Trustee, to Section 8.01). The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided hereinherein and subject to the provisions of the Trust Indenture Act: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered an Indemnified Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Covered Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Securityholder, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise.; and (c) Notwithstanding any other provision of this Trust Instrument Unless otherwise expressly provided herein and subject to the contrary or as otherwise provided in provisions of the 1940 Trust Indenture Act, (i) whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit reasonably desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and and, to the extent permitted by applicable law, shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Trust Agreement or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) Managing Owner has duties (including fiduciary duties) and liabilities relating thereto to the TrustMaster Fund, to the Shareholders or to any other Person, a Fiduciary Covered Person the Managing Owner acting under this Trust Instrument Agreement shall not be liable to the TrustMaster Fund, to the Shareholders or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement subject to the standard of care in Section 4.5 herein. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons the Managing Owner otherwise existing at law or in equity, equity are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Personsthe Managing Owner. Any material changes in the Master Fund’s basic investment policies or structure shall occur only upon the written approval or affirmative vote of Limited Shares equal to at least a majority (over 50%) of the Net Asset Value of the Master Fund (excluding Shares held by the Managing Owner and its Affiliates) of the Master Fund pursuant to Section 11.1(a) below. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person the Managing Owner or any of his Affiliated Personsits Affiliates, on the one hand, and the Trust Master Fund or any Shareholders Shareholder or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person the Managing Owner shall act in a manner that is, or provides terms that are, fair and reasonable to the TrustMaster Fund, any Shareholders Shareholder or any other Person; then (iii) such Fiduciary Covered Person , the Managing Owner shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Personthe Managing Owner, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person the Managing Owner shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person the Managing Owner at law or in equity or otherwise. (c) Notwithstanding The Managing Owner and any Affiliate of the Managing Owner may engage in or possess an interest in other provision profit-seeking or business ventures of this Trust Instrument any nature or description, independently or with others, whether or not such ventures are competitive with the Master Fund and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the contrary Managing Owner. If the Managing Owner acquires knowledge of a potential transaction, agreement, arrangement or as otherwise provided in other matter that may be an opportunity for the 1940 ActMaster Fund, (i) whenever in this Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, it shall have no duty to communicate or obligation offer such opportunity to give the Master Fund, and the Managing Owner shall not be liable to the Master Fund or to the Shareholders for breach of any consideration fiduciary or other duty by reason of the fact that the Managing Owner pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Master Fund. Neither the Master Fund nor any interest Shareholder shall have any rights or obligations by virtue of this Trust Agreement or factors affecting the TrustMaster Fund relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Master Fund, shall not be deemed wrongful or improper. Except to the extent expressly provided herein, the Managing Owner may engage or be interested in any financial or other transaction with the Master Fund, the Shareholders or any other Person; and (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted Affiliate of the Master Fund or required to make a decision in “good faith” or under another express standard, the Fiduciary Covered Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware lawShareholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus employee or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument Declaration shall not be liable to the Trust, to the Shareholders or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentDeclaration. The provisions of this Trust InstrumentDeclaration, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, equity are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated its Affiliate Persons, on the one hand, and the Trust or any Shareholders Shareholder or any other Person, on the other hand; or (ii) whenever this Trust Instrument Declaration or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person Persons shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then (iii) , then such Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Trust Instrument Declaration or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary Declaration or as otherwise provided in the 1940 Actapplicable law, (i) whenever in this Trust Instrument Declaration Fiduciary Covered Persons are permitted or required to make a decision (i) in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “good faith” or under another express standard, the Fiduciary Covered Person Persons shall act under such express standard and shall not be subject to any other or different standard. (d) Any Fiduciary Covered Person and any Affiliated Person of any Fiduciary Covered Person may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Trustee. “Good faith” No Fiduciary Covered Person who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall mean subjective good faith as interpreted under Delaware lawhave any duty to communicate or offer such opportunity to the Trust, and such Fiduciary Covered Person shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Fiduciary Covered Person pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Declaration or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Fiduciary Covered Person may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliated Person of the Trust or the Shareholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus Member or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Personperson, a Fiduciary Covered Person acting under this Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person person for his its good faith reliance on the provisions of this Trust Instrument. The provisions of this Trust Instrument, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Personsits Affiliates, on the one hand, and the Trust or any Shareholders or any other Personperson, on the other hand; or (ii) whenever this Trust Instrument or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; thenperson, (iii) such a Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Trust Instrument or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Actapplicable law, (i) whenever in this Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision (i) in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Personperson; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in its “good faith” or under another express standard, the Fiduciary Covered Person Persons shall act under such express standard and shall not be subject to any other or different standard. (d) Any Fiduciary Covered Person and any Affiliate of any Fiduciary Covered Person may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Fiduciary Covered Person. “Good faith” No Fiduciary Covered Person who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall mean subjective good faith as interpreted under Delaware lawhave any duty to communicate or offer such opportunity to the Trust, and such Fiduciary Covered Person shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Fiduciary Covered Person pursues or acquires for, or directs such opportunity to another person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Trust Instrument or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Fiduciary Covered Person may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliate of the Trust or the Shareholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Securities, 42 the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision: (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Agreement or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between an Indemnified Person and any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Trust Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision: (i) in their its “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in its “good faith” or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Trust Agreement or by applicable law.

Fiduciary Duty. (a) To Except as to the duties and liabilities arising under federal securities laws, to the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person for his or her good faith reliance on the provisions of this Trust Instrument. The provisions of this Trust Instrument, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons. (b) Unless Except as to the obligations of Fiduciary Covered Persons under federal securities laws or unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his or her Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Shareholders, or any other Person; then (iii) such Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his or her own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Trust Instrument or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise. (c) Notwithstanding Except as to the obligations of Fiduciary Covered Persons under federal securities laws and notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Actcontrary, (i) whenever in this Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “good faith” or under another express standard, the Fiduciary Covered Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware law.to

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary a Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other an Indemnified Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, practices and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision: (i) in their “its "sole discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Trust Agreement or by applicable law.

Fiduciary Duty. (ai) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person Trustee acting under this Declaration of Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentDeclaration of Trust. The provisions of this Trust InstrumentDeclaration of Trust, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons the Trustees otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsTrustees. (bii) Unless otherwise expressly provided herein: : (ia) whenever a conflict of interest exists or arises between any Fiduciary Covered Person Trustee or any of his Affiliated Personsits Affiliates, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or , or (iib) whenever this Declaration of Trust Instrument or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person the Trustees shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Shareholder or any other Person; then (iii) such Fiduciary Covered Person , the Trustees shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Personthe Trustees, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person the Trustees shall not constitute a breach of this Declaration of Trust Instrument or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person the Trustees at law or in equity or otherwise. (ciii) Notwithstanding any other provision of this Declaration of Trust Instrument to the contrary or as otherwise provided in the 1940 Actany applicable law, (i) whenever in this Declaration of Trust Instrument Fiduciary Covered Persons the Trustees are permitted or required to make a decision (a) in their “sole "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Trustees shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and , or (iib) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Person Trustees shall act under such express standard and shall not be subject to any other or different standard. (iv) Any Trustee and any Affiliate of any Trustee may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Trustee. “Good faith” No Trustee who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall mean subjective good faith as interpreted under Delaware lawhave any duty to communicate or offer such opportunity to the Trust, and such Trustee shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Trustee pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Declaration of Trust or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Trustee may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliate of the Trust or the Shareholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other another Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or and any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Indemnified Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Securities, 51 the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, practices and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision: (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Trust Agreement or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Holder of Securities, each Covered Person or Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision: (i) in their its “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in its “good faith” or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Trust Agreement or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Declaration shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentDeclaration. The provisions of this Trust InstrumentDeclaration, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Declaration or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Declaration or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Declaration an Indemnified Person is permitted or required to make a decision decision: (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Declaration or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Partnership or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Partnership or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement or the advice of counsel selected by the Indemnified Person in good faith. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: , (i) whenever a conflict of interest exists or arises between an Indemnified Person and any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Partnership or any other Person; then (iii) such Fiduciary Covered Partner, the Indemnified Person shall resolve such conflict of interest, take taking such action or provide providing such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, the 15 advice of counsel selected by the Indemnified Person in good faith, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision (i) in their “sole its "discretion” " or under a grant of similar authorityauthority or latitude, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider only such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Partnership or any other Person; and , or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Agreement or other applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person Trustee acting under this Trust Instrument Declaration shall not be liable to the Trust, to the Shareholders or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentDeclaration. The provisions of this Trust InstrumentDeclaration, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons the Trustees otherwise existing at law or in equity, equity are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsTrustees. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person Trustee or any of his Affiliated Personsits Affiliates, on the one hand, and the Trust or any Shareholders Shareholder or any other Person, on the other hand; or (ii) whenever this Trust Instrument Declaration or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person the Trustees shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then (iii) such Fiduciary Covered Person , the Trustees shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Personthe Trustees, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person the Trustees shall not constitute a breach of this Trust Instrument Declaration or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person the Trustees at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary Declaration or as otherwise provided in the 1940 Actapplicable law, (i) whenever in this Trust Instrument Fiduciary Covered Persons Declaration the Trustees are permitted or required to make a decision (i) in their “sole "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Trustees shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “"good faith” " or under another express standard, the Fiduciary Covered Person Trustees shall act under such express standard and shall not be subject to any other or different standard. (d) Any Trustee and any Affiliate of any Trustee may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Trustee. “Good faith” No Trustee who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall mean subjective good faith as interpreted under Delaware lawhave any duty to communicate or offer such opportunity to the Trust, and such Trustee shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Trustee pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Declaration or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Trustee may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliate of the Trust or the Shareholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus Member or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person for his its good faith reliance on the provisions of this Trust Instrument. The provisions of this Trust Instrument, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Personsits Affiliates, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then, (iii) such a Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Trust Instrument or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Actapplicable law, (i) whenever in this Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision (i) in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in its “good faith” or under another express standard, the Fiduciary Covered Person Persons shall act under such express standard and shall not be subject to any other or different standard. (d) Any Fiduciary Covered Person and any Affiliate of any Fiduciary Covered Person may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Fiduciary Covered Person. “Good faith” No Fiduciary Covered Person who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall mean subjective good faith as interpreted under Delaware lawhave any duty to communicate or offer such opportunity to the Trust, and such Fiduciary Covered Person shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Fiduciary Covered Person pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Trust Instrument or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Fiduciary Covered Person may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliate of the Trust or the Shareholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Declaration shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentDeclaration. The provisions of this Trust InstrumentDeclaration, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons and Indemnified Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Declaration or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Declaration or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Declaration an Indemnified Person is permitted or required to make a decision decision: (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware lawstandard imposed by this Declaration.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Declaration shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentDeclaration. The provisions of this Trust InstrumentDeclaration, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Institutional Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between an Indemnified Person and any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Declaration or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Declaration or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Declaration an Indemnified Person is permitted or required to make a decision decision: (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Declaration or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between an Indemnified Person and any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standardstandard imposed by this Trust Agreement or by applicable law. “Good faith” shall mean subjective good faith as interpreted under Delaware law.Exhibit (4)(t)

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or and any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Indemnified Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision: (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Agreement or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Declaration shall not be liable to the Trust, to the Shareholders Trust or to any other another Covered Person for his its good faith reliance on the provisions of this Trust InstrumentDeclaration. The provisions of this Trust InstrumentDeclaration, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or and any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Indemnified Person, on the other hand; or (ii) whenever this Trust Instrument Declaration or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, practices and any applicable generally accepted accounting 63 56 practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Declaration or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Declaration an Indemnified Person is permitted or required to make a decision decision: (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Declaration or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties 39 imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between an Indemnified Person and any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Trust Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and (ii) whenever in this Trust Instrument Fiduciary a Covered Agreement an Indemnified Person is permitted or required to make a decision in “good faith” or under another express standard, the Fiduciary Covered Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware law.decision:

Fiduciary Duty. (a) To Except as to the duties and liabilities arising under federal securities laws, to the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person for his or her good faith reliance on the provisions of this Trust Instrument. The provisions of this Trust Instrument, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons. (b) Unless Except as to the obligations of Fiduciary Covered Persons under federal securities laws or unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his or her Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Shareholders, or any other Person; then (iii) such Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his or her own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Trust Instrument or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise. (c) Notwithstanding Except as to the obligations of Fiduciary Covered Persons under federal securities laws and notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Actcontrary, (i) whenever in this Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “good faith” or under another express standard, the Fiduciary Covered Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware law.Fiduciary

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Declaration shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentDeclaration. The provisions of this Trust InstrumentDeclaration, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Declaration or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Declaration or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Declaration an Indemnified Person is permitted or required to make a decision decision: (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware lawstandard imposed by this Declaration.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Declaration shall not be liable to the Trust, to the Shareholders Trust or to any an other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentDeclaration. The provisions of this Trust InstrumentDeclaration, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Declaration or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, practices and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Declaration or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Declaration an Indemnified Person is permitted or required to make a decision decision: (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Declaration or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Declaration shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentDeclaration. The provisions of this Trust InstrumentDeclaration, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Institutional Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Declaration or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, is or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Declaration or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Declaration an Indemnified Person is permitted or required to make a decision decision: (i) in their “sole its "discretion” " or under a grant of similar authority, authority the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Declaration or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsIndemnified Person. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision: (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders Trust or any other Person; and or (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Agreement or by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person acting under this Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person for his or her good faith reliance on the provisions of this Trust Instrument. The provisions of this Trust Instrument, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons. (b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Fiduciary Covered Person or any of his or her Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Shareholders, or any other Person; then (iii) such Fiduciary Covered Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his or her own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Person, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person shall not constitute a breach of this Trust Instrument or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person at law or in equity or otherwise. (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever in this Trust Instrument Fiduciary Covered Persons are permitted or required to make a decision in their “sole discretion” or under a grant of similar authority, the Fiduciary Covered Persons shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “good faith” or under another express standard, the Fiduciary Covered Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders Trust or to any other Covered Person, a Fiduciary Covered an Indemnified Person acting under this Trust Instrument Agreement shall not be liable to the Trust, to the Shareholders Trust or to any other Covered Person for his its good faith reliance on the provisions of this Trust InstrumentAgreement. The provisions of this Trust InstrumentAgreement, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons an Indemnified Person otherwise existing at law or in equityequity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons.Indemnified Person; (b) Unless otherwise expressly provided hereinherein and subject to the provisions of the Trust Indenture Act: (i) whenever a conflict of interest exists or arises between an Indemnified Person and any Fiduciary Covered Person or any of his Affiliated Persons, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or (ii) whenever this Trust Instrument Agreement or any other agreement contemplated herein or therein provides that a Fiduciary Covered an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders Trust or any other Person; then (iii) such Fiduciary Covered Holder of Trust Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered the Indemnified Person, the resolution, action or terms term so made, taken or provided by a Fiduciary Covered the Indemnified Person shall not constitute a breach of this Trust Instrument Agreement or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered the Indemnified Person at law or in equity or otherwise.; and (c) Notwithstanding any other provision of this Trust Instrument to the contrary or as otherwise provided in the 1940 Act, (i) whenever Whenever in this Trust Instrument Fiduciary Covered Persons are Agreement an Indemnified Person is permitted or required to make a decision decision (i) in their “sole its "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Indemnified Person shall be entitled to consider such interests and factors as they desireit desires, including their its own interests, and, to the fullest extent permitted by applicable law, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and to (ii) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Indemnified Person shall act under such express standard and shall not be subject to any other or different standard. “Good faith” shall mean subjective good faith as interpreted under Delaware standard imposed by this Trust Agreement or by applicable law.

Fiduciary Duty. (ai) To the extent that, at law or in equity, a Trustee, officer, employee, Advisory Board Member, Trustee emeritus or agent of the Trust (each a “Fiduciary Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Trust, to the Shareholders or to any other Person, a Fiduciary Covered Person Trustee acting under this Declaration of Trust Instrument shall not be liable to the Trust, to the Shareholders or to any other Person for his its good faith reliance on the provisions of this Trust InstrumentDeclaration of Trust. The provisions of this Trust InstrumentDeclaration of Trust, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons the Trustees otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered PersonsTrustees. (bii) Unless otherwise expressly provided herein: : (ia) whenever a conflict of interest exists or arises between any Fiduciary Covered Person Trustee or any of his Affiliated Personsits Affiliates, on the one hand, and the Trust or any Shareholders or any other Person, on the other hand; or , or (iib) whenever this Declaration of Trust Instrument or any other agreement contemplated herein or therein provides that a Fiduciary Covered Person the Trustees shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholders or any other Person; then (iii) such Fiduciary Covered Person , the Trustees shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including his its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Fiduciary Covered Personthe Trustees, the resolution, action or terms so made, taken or provided by a Fiduciary Covered Person the Trustees shall not constitute a breach of this Declaration of Trust Instrument or any other agreement contemplated herein or of any duty or obligation of a Fiduciary Covered Person the Trustees at law or in equity or otherwise. (ciii) Notwithstanding any other provision of this Declaration of Trust Instrument to the contrary or as otherwise provided in the 1940 Actany applicable law, (i) whenever in this Declaration of Trust Instrument Fiduciary Covered Persons the Trustees are permitted or required to make a decision (a) in their “sole "discretion” " or under a grant of similar authority, the Fiduciary Covered Persons Trustees shall be entitled to consider such interests and factors as they desire, including their own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person; and , or (iib) whenever in this Trust Instrument Fiduciary a Covered Person is permitted or required to make a decision in “its "good faith” " or under another express standard, the Fiduciary Covered Person Trustees shall act under such express standard and shall not be subject to any other or different standard. (iv) Any Trustee and any Affiliate of any Trustee may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Trustee. “Good faith” No Trustee who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall mean subjective good faith as interpreted under Delaware lawhave any duty to communicate or offer such opportunity to the Trust, and such Trustee shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Trustee pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Declaration of Trust or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Trustee may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliate of the Trust or the Shareholders.