Common use of General Powers and Duties of the Trustees Clause in Contracts

General Powers and Duties of the Trustees. In furtherance of the provisions of Section 2.1 hereof, the Sponsor authorizes and directs the Trustees: (a) to enter into and perform (and, in accordance with Section 8.4(a) hereof, amend), the Contracts, the Collateral Agreements, the Underwriting Agreement, the Indemnity Agreement, the Custodian Agreement, the Administration Agreement and the Paying Agent Agreement and to perform all obligations of the Trustees (including the obligation to provide indemnity hereunder and thereunder) and enforce all rights and remedies of the Trust under each of such agreements; and if any of the Custodian Agreement, the Administration Agreement, the Collateral Agreements and the Paying Agent Agreement terminates, or the agent of the Trust thereunder resigns or is discharged, to appoint a substitute agent and enter into a new agreement with such substitute agent containing provisions substantially similar to those contained in the agreement being terminated; provided that in any such new agreement (i) the Custodian and the Paying Agent shall each be a commercial bank or trust company organized and existing under the laws of the United States of America or any state therein, shall have full trust powers and shall have minimum capital, surplus and retained earnings of not less than $100,000,000; and (ii) the Administrator and the Collateral Agent shall each be a reputable financial institution qualified in all respects to carry out its obligations under the Administration Agreement or the Collateral Agreements, as the case may be; (b) to hold the Trust Estate in trust, to create and administer the Trust Account, to direct payments received by the Trust to the Trust Account and to make payments out of the Trust Account as set forth in Article III hereof; (c) to issue and sell to the Underwriters an aggregate of up to _________ Securities (including those Securities subject to the over-allotment option of the Underwriters provided for in the Underwriting Agreement) pursuant to the Underwriting Agreement and as contemplated by the Prospectus; provided, however, that subsequent to the determination of the public offering price per Security and related underwriting discount for the Securities to be sold to the Underwriters but prior to the sale of the Securities to the Underwriters, the Securities originally issued to the Sponsor shall be split into a greater number of Securities so that immediately following such split the value of each Security held by the Sponsor will equal the aforesaid public offering price; (d) to select independent public accountants and, subject to the provisions of Section 8.5 hereof, to engage such independent public accountants; (e) to engage legal counsel and, to the extent required by Section 2.4 hereof, to engage professional advisors and pay reasonable compensation thereto; (f) to defend any action commenced against the Trustees or the Trust and to prosecute any action which the Trustees deem necessary to protect the Trust and the rights and interests of Holders, and to pay the costs thereof; (g) to arrange for the bonding of officers and employees of the Trust as required by Section 17(g) of the Investment Company Act and the rules and regulations thereunder; (h) to delegate any and all of its powers and duties hereunder as contemplated by the Custodian Agreement, the Paying Agent Agreement and the Administration Agreement, to the extent permitted by applicable law; and (i) to adopt and amend bylaws, and take any and all such other actions as necessary or advisable to carry out the purposes of the Trust, subject to the provisions hereof and applicable law, including, without limitation, the Investment Company Act.

General Powers and Duties of the Trustees. In furtherance of the provisions of Section 2.1 hereof2.1, the Sponsor Settlor authorizes and directs the Trustees: (a) to enter into and perform (and, in accordance with Section 8.4(a) hereof8.6, amend), ) the Contracts, the Collateral Agreements, the Underwriting Purchase Agreement, the Expense Agreement, the Indemnity Agreement, the Custodian Agreement, the Administration Agreement and the Paying Agent Agreement and to perform all obligations of the Trustees (including the obligation to provide indemnity hereunder and thereunder) and enforce all rights and remedies of the Trust under each of such agreements; and if any of the Custodian Agreement, the Administration Agreement, the Collateral Agreements and the Paying Agent Agreement terminates, or the agent of the Trust thereunder resigns or is discharged, to appoint a substitute agent and enter into a new agreement with such substitute agent containing provisions substantially similar to those contained in the agreement being terminated; provided provided, that in any such new agreement (i) the Custodian and the Paying Agent shall each be a commercial bank or trust company organized and existing under the laws of the United States of America or any state therein, shall have full trust powers and shall have minimum capital, surplus and retained earnings of not less than $100,000,00050,000,000; and (ii) the Administrator and the any Collateral Agent shall each be a reputable financial institution (or, in the case of the Administrator, a limited liability company affiliate thereof) qualified in all respects to carry out its obligations under the Administration Agreement or the applicable Collateral AgreementsAgreement, as the case may be; (b) to hold the Trust Estate in trust, to create and administer the Trust Account, to direct payments received by the Trust to the Trust Account and to make payments out of the Trust Account as set forth in Article III hereofIII; (c) to issue and sell to the Underwriters Initial Purchasers an aggregate of up to _________ 2,875,000 Trust Securities (including those Trust Securities subject to the over-allotment option of the Underwriters Initial Purchasers to purchase additional Trust Securities provided for in the Underwriting Purchase Agreement) pursuant to the Underwriting Purchase Agreement and as contemplated by the ProspectusOffering Circular; provided, however, that subsequent to the determination of the public initial offering price per Trust Security and related underwriting Initial Purchasers’ discount for the Trust Securities to be sold to the Underwriters Initial Purchasers but prior to the sale of the Trust Securities to the UnderwritersInitial Purchasers, the Securities Trust Security originally issued to the Sponsor shall Settlor shall, if necessary, be split into a greater number of Trust Securities so that immediately following such split the value of each Security held by the Sponsor Settlor will equal the aforesaid public offering priceprice less the related Initial Purchasers’ discount; (d) to select independent public accountants and, subject to the provisions of Section 8.5 hereof8.7, to engage such independent public accountants; (e) to engage legal counsel and, to the extent required by Section 2.4 hereof2.4, to engage professional advisors and pay reasonable compensation thereto; (f) to defend any action commenced against the Trustees or the Trust and to prosecute any action which the Trustees deem necessary to protect the Trust and the rights and interests of Holders, and to pay the costs thereof; (g) to arrange for the bonding of officers and employees of the Trust as required by Section 17(g) of the Investment Company Act and the rules and regulations thereunder; (h) to delegate any and all of its powers and duties hereunder as contemplated by the Collateral Agreements, the Custodian Agreement, the Paying Agent Agreement and the Administration Agreement, to the extent permitted by applicable law; and; (i) to adopt and amend bylaws, and take any and all such other actions as necessary or advisable to cause the Trust to be treated as a domestic “grantor trust” under the Code and to carry out the purposes of the Trust, subject to the provisions hereof of this Agreement and applicable law, including, without limitation, the Investment Company Act; (j) to comply with tax reporting and withholding obligations of the Trust, including selecting tax accountants and engaging such accountants to prepare and file any tax or information returns; and (k) to register with the Commission as an Investment Company.

General Powers and Duties of the Trustees. In furtherance of the provisions of Section 2.1 hereof, the Sponsor authorizes and directs the Trustees: (a) to enter into and perform (and, in accordance with Section 8.4(a) hereof, amend), the ContractsContract, the Collateral AgreementsAgreement, the Underwriting Agreement, the Indemnity Agreement, the Custodian Agreement, the Administration Agreement and the Paying Agent Agreement and to perform all obligations of the Trustees (including the obligation to provide indemnity hereunder and thereunder) and enforce all rights and remedies of the Trust under each of such agreements; and if any of the Custodian Agreement, the Administration Agreement, the Collateral Agreements Agreement and the Paying Agent Agreement terminates, or the agent of the Trust thereunder resigns or is discharged, to appoint a substitute agent and enter into a new agreement with such substitute agent containing provisions substantially similar to those contained in the agreement being terminated; provided that in any such new agreement (i) the Custodian and the Paying Agent shall each be a commercial bank or trust company organized and existing under the laws of the United States of America or any state therein, shall have full trust powers and shall have minimum capital, surplus and retained earnings of not less than $100,000,000; and (ii) the Administrator and the Collateral Agent shall each be a reputable financial institution qualified in all respects to carry out its obligations under the Administration Agreement or the Collateral AgreementsAgreement, as the case may be; (b) to hold the Trust Estate in trust, to create and administer the Trust Account, to direct payments received by the Trust to the Trust Account and to make payments out of the Trust Account as set forth in Article III hereof; (c) to issue and sell to the Underwriters an aggregate of up to _________ 3,047,500 Securities (including those Securities subject to the over-allotment option of the Underwriters provided for in the Underwriting Agreement) pursuant to the Underwriting Agreement and as contemplated by the Prospectus; provided, however, that subsequent to the determination of the public offering price per Security and related underwriting discount for the Securities to be sold to the Underwriters but prior to the sale of the Securities to the Underwriters, the Securities originally issued to the Sponsor shall be split into a greater number of Securities so that immediately following such split the value of each Security held by the Sponsor will equal the aforesaid public offering price; (d) to select independent public accountants and, subject to the provisions of Section 8.5 hereof, to engage such independent public accountants; (e) to engage legal counsel and, to the extent required by Section 2.4 hereof, to engage professional advisors and pay reasonable compensation thereto; (f) to defend any action commenced against the Trustees or the Trust and to prosecute any action which the Trustees deem necessary to protect the Trust and the rights and interests of Holders, and to pay the costs thereof; (g) to arrange for the bonding of officers and employees of the Trust as required by Section 17(g) of the Investment Company Act and the rules and regulations thereunder; (h) to delegate any and all of its powers and duties hereunder as contemplated by the Custodian Agreement, the Paying Agent Agreement and the Administration Agreement, to the extent permitted by applicable law; and (i) to adopt and amend bylaws, and take any and all such other actions as necessary or advisable to carry out the purposes of the Trust, subject to the provisions hereof and applicable law, including, without limitation, the Investment Company Act.

General Powers and Duties of the Trustees. In furtherance of the provisions of Section 2.1 2.04 hereof, the Sponsor authorizes and directs the Trustees, on behalf of the Trust: (a) to enter into and perform (and, in accordance with Section 8.4(a8.04(a) hereof, amend), the ContractsContract, the Collateral AgreementsSecurity and Pledge Agreement, the Underwriting Purchase Agreement, the Indemnity Agreement, the Custodian Agreement, the Administration Agreement, the Paying Agent Agreement and the Paying Agent Subscription Agreement and to perform all obligations of the Trustees (including the obligation to provide indemnity hereunder and thereunder) and enforce all rights and remedies of the Trust under each of such agreements; and if any of the Custodian Agreement, the Administration Agreement, the Collateral Agreements Security and Pledge Agreement and the Paying Agent Agreement terminates, or the agent of the Trust thereunder resigns or is discharged, to appoint a substitute agent and enter into a new agreement with such substitute agent containing provisions substantially similar to those contained in the agreement being terminated; provided that in any such new agreement (i) the Custodian and the Paying Agent shall each be a commercial bank or trust company organized and existing under the laws of the United States of America or any state therein, shall have full trust powers and shall have minimum capital, surplus and retained earnings of not less than $100,000,000; and (ii) the Administrator and the Collateral Agent shall each be a reputable financial institution eligible and qualified in all respects to carry out its obligations under the Administration Agreement or the Collateral AgreementsSecurity and Pledge Agreement, as the case may be; (b) to hold the Trust Estate in trust, to create and administer the Trust Account, to direct payments received by the Trust to the Trust Account and to make payments out of the Trust Account as set forth in Article III hereof; (c) to issue and sell to the Underwriters an aggregate of up to _________ Securities 8,625,000 STRYPES (including those Securities STRYPES subject to the over-allotment option of the Underwriters provided for in the Underwriting Purchase Agreement) pursuant to the Underwriting Purchase Agreement and as contemplated by the Prospectus; provided, however, that subsequent to the determination of the public offering price per Security STRYPES and related underwriting discount for the Securities STRYPES to be sold to the Underwriters but prior to the sale of the Securities STRYPES to the Underwriters, the Securities STRYPES originally issued to the Sponsor shall be split into a greater number of Securities STRYPES so that immediately following such split the value of each Security STRYPES held by the Sponsor will equal the aforesaid public offering priceprice per STRYPES; (d) to select independent public accountants and, subject to the provisions of Section 8.5 8.05 hereof, to engage such independent public accountants; (e) to engage legal counsel and, to the extent required by Section 2.4 2.07 hereof, to engage professional advisors and pay reasonable compensation thereto; (f) to defend any action commenced against the Trustees or the Trust and to prosecute any action which the Trustees deem necessary to protect the Trust and the rights and interests of Holders, and to pay the costs thereof; (g) to arrange for the bonding of officers and employees of the Trust as required by Section 17(g) of the Investment Company Act and the rules and regulations thereunder; (h) to delegate any and or all of its powers and duties hereunder as contemplated by the Custodian Agreement, the Paying Agent Agreement and the Administration Agreement, to the extent permitted by applicable law; and (ih) to adopt the fundamental policies set forth in the Prospectus, to adopt and amend bylawsa code of regulations, and take any and all such other actions as necessary or advisable to carry out the purposes of the Trust, subject to the provisions hereof and applicable law, including, without limitation, the Investment Company Act.

General Powers and Duties of the Trustees. In furtherance of the provisions of Section 2.1 2.4 hereof, the Sponsor authorizes Sponsors authorize and directs direct the Trustees, on behalf of the Trust: (a) to enter into and perform (and, in accordance with Section 8.4(a) hereof, amend), the ContractsContract, the Collateral AgreementsSecurity and Pledge Agreement, the Underwriting Purchase Agreement, the Indemnity Agreement, the Custodian Agreement, the Administration Agreement and the Paying Agent Agreement and to perform all obligations of the Trustees (including the obligation to provide indemnity hereunder and thereunder) and enforce all rights and remedies of the Trust under each of such agreements; and if any of the Custodian Agreement, the Administration Agreement, the Collateral Agreements Security and Pledge Agreement and the Paying Agent Agreement terminates, or the agent of the Trust thereunder resigns or is discharged, to appoint a substitute agent and enter into a new agreement with such substitute agent containing provisions substantially similar to those contained in the agreement being terminated; provided that in any such new agreement (i) the Custodian and the Paying Agent shall each be a commercial bank or trust company organized and existing under the laws of the United States of America or any state therein, shall have full trust powers and shall have minimum capital, surplus and retained earnings of not less than $100,000,000; and (ii) the Administrator and the Collateral Agent shall each be a reputable financial institution eligible and qualified in all respects to carry out its obligations under the Administration Agreement or the Collateral AgreementsSecurity and Pledge Agreement, as the case may be; (b) to hold the Trust Estate in trust, to create and administer the Trust Account, to direct payments received by the Trust to the Trust Account and to make payments out of the Trust Account as set forth in Article III hereof; (c) to issue and sell to the Underwriters an aggregate of up to _________ Securities 8,243,875 STRYPES (including those Securities STRYPES subject to the over-allotment option of the several Underwriters provided for in the Underwriting Purchase Agreement) pursuant to the Underwriting Purchase Agreement and as contemplated by the Prospectus; provided, however, that subsequent to the determination of the public offering price per Security STRYPES and related underwriting discount for the Securities STRYPES to be sold to the several Underwriters but prior to the sale of the Securities STRYPES to the several Underwriters, the Securities STRYPES originally issued to the Sponsor Sponsors shall be split into a greater number of Securities STRYPES so that immediately following such split the value of each Security STRYPES held by the Sponsor Sponsors will equal the aforesaid public offering priceprice per STRYPES; (d) to select independent public accountants and, subject to the provisions of Section 8.5 hereof, to engage such independent public accountants; (e) to engage legal counsel and, to the extent required by Section 2.4 2.7 hereof, to engage professional advisors and pay reasonable compensation thereto; (f) to defend any action commenced against the Trustees or the Trust and to prosecute any action which the Trustees deem necessary to protect the Trust and the rights and interests of Holders, and to pay the costs thereof; (g) to arrange for the bonding of officers and employees of the Trust as required by Section 17(g) of the Investment Company Act and the rules and regulations thereunder; (h) to delegate any and or all of its powers and duties hereunder as contemplated by the Custodian Agreement, the Paying Agent Agreement and the Administration Agreement, to the extent permitted by applicable law; and (ih) to adopt and amend bylawsa code of regulations, and take any and all such other actions as necessary or advisable to carry out the purposes of the Trust, subject to the provisions hereof and applicable law, including, without limitation, the Investment Company Act.

General Powers and Duties of the Trustees. In furtherance of the provisions of Section 2.1 hereof2.1, the Sponsor authorizes and directs the Trustees: (a) to enter into and perform (and, in accordance with Section 8.4(a) hereof8.5, amend), ) the ContractsContract, the Collateral AgreementsAgreement, the Underwriting Purchase Agreement, the Expense Agreement, the Indemnity Agreement, the Custodian Agreement, the Administration Agreement and the Paying Agent Agreement and to perform all obligations of the Trustees (including the obligation to provide indemnity hereunder and thereunder) and enforce all rights and remedies of the Trust under each of such agreements; and if any of the Custodian Agreement, the Administration Agreement, the Collateral Agreements Agreement and the Paying Agent Agreement terminates, or the agent of the Trust thereunder resigns or is discharged, to appoint a substitute agent and enter into a new agreement with such substitute agent containing provisions substantially similar to those contained in the agreement being terminated; provided provided, that in any such new agreement (i) the Custodian and the Paying Agent shall each be a commercial bank or trust company organized and existing under the laws of the United States of America or any state therein, therein shall have full trust powers and shall have minimum capital, surplus and retained earnings of not less than $100,000,000; and (ii) the Administrator and the Collateral Agent shall each be a reputable financial institution (or, in the case of the Administrator, a limited liability company affiliate thereof) qualified in all respects to carry out its obligations under the Administration Agreement or the Collateral AgreementsAgreement, as the case may be; (b) to hold the Trust Estate in trust, to create and administer the Trust Account, to direct payments received by the Trust to the Trust Account and to make payments out of the Trust Account as set forth in Article III hereofIII; (c) to issue and sell to the Underwriters Purchasers an aggregate of up to _________ 27,600,000 Securities (including those Securities subject to the over-allotment option of the Underwriters Purchasers provided for in the Underwriting Securities Purchase Agreement) pursuant to the Underwriting Securities Purchase Agreement and as contemplated by the ProspectusOffering Circular; provided, however, that subsequent to the determination of the public offering price per Security and related underwriting Purchasers’ discount for the Securities to be sold to the Underwriters Purchasers but prior to the sale of the Securities to the UnderwritersPurchasers, the Securities Security originally issued to the Sponsor shall be split into a greater number of Securities so that immediately following such split the value of each Security held by the Sponsor will equal the aforesaid public offering priceprice less the related Purchasers’ discount; (d) to select independent public accountants and, subject to the provisions of Section 8.5 hereof8.6, to engage such independent public accountants; (e) to engage legal counsel and, to the extent required by Section 2.4 hereof2.4, to engage professional advisors and pay reasonable compensation thereto; (f) to defend any action commenced against the Trustees or the Trust and to prosecute any action which the Trustees deem necessary to protect the Trust and the rights and interests of Holders, and to pay the costs thereof; (g) to arrange for the bonding of officers and employees of the Trust as required by Section 17(g) of the Investment Company Act and the rules and regulations thereunder; (h) to delegate any and all of its powers and duties hereunder as contemplated by the Collateral Agreement, the Custodian Agreement, the Paying Agent Agreement and the Administration Agreement, to the extent permitted by applicable law; and (i) to adopt and amend bylaws, and take any and all such other actions as necessary or advisable to cause the Trust to be treated as a domestic “grantor trust” under the Code and to carry out the purposes of the Trust, subject to the provisions hereof of this Agreement and applicable law, including, without limitation, the Investment Company Act.

General Powers and Duties of the Trustees. In furtherance of the provisions of Section 2.1 hereof, the Sponsor authorizes and directs the Trustees: (a) to enter into and perform (and, in accordance with Section 8.4(a) 8.4 hereof, amend), ) the ContractsContract, the Collateral AgreementsAgreement, the Underwriting Agreement, the Indemnity Agreement, the Custodian Agreement, the Administration Agreement and the Paying Agent Agreement and to perform all obligations of the Trustees (including the obligation to provide indemnity hereunder and thereunder) and enforce all rights and remedies of the Trust under each of such agreements; and if any of the Custodian Agreement, the Administration Agreement, the Collateral Agreements Agreement and the Paying Agent Agreement terminates, or the agent of the Trust thereunder resigns or is discharged, to appoint a substitute agent and enter into a new agreement with such substitute agent containing provisions substantially similar to those contained in the agreement being terminated; provided pro vided that in any such new agreement (i) the Custodian and the Paying Agent shall each be a commercial bank or trust company organized and existing under the laws of the United States of America or any state therein, shall have full trust powers and shall have minimum capital, surplus and retained earnings of not less than $100,000,000; and (ii) the Administrator and the Collateral Agent shall each be a reputable financial institution qualified in all respects to carry out its obligations under the Administration Agreement or the Collateral AgreementsAgreement, as the case may be; (b) to hold the Trust Estate in trust, to create and administer the Trust Account, to direct payments received by the Trust to the Trust Account and to make payments out of the Trust Account as set forth in Article III hereof; (c) to issue and sell to the Underwriters Underwriter an aggregate of up to ______________ [TOTAL NUMBER OF SECURITIES UNDER THE UNDERWRITING AGREEMENT, INCLUDING THE OVER-ALLOTMENT OPTION] Securities (including those Securities subject to the over-allotment option of the Underwriters Underwriter provided for in the Underwriting Agreement) pursuant to the Underwriting Agreement and as contemplated by the Prospectus; provided, however, that subsequent to the determination of the public offering price per Security and related underwriting discount for the Securities to be sold to the Underwriters Underwriter but prior to the sale of the Securities to the UnderwritersUnderwriter, the Securities Security originally issued to the Sponsor shall be split into a greater number of Securities so that immediately following such split the value of each Security held by the Sponsor will equal the aforesaid public offering price; (d) to select independent public accountants and, subject to the provisions of Section 8.5 hereof, to engage such independent public accountants; (e) to engage legal counsel and, to the extent required by Section 2.4 hereof, to engage professional advisors and pay reasonable compensation thereto; (f) to defend any action commenced against the Trustees or the Trust and to prosecute any action which the Trustees deem necessary to protect the Trust and the rights and interests of Holders, and to pay the costs thereof; (g) to arrange for the bonding of officers and employees of the Trust as required by Section 17(g) of the Investment Company Act and the rules and regulations thereunder; (h) to delegate any and all of its powers and duties hereunder as contemplated by the Collateral Agreement, the Custodian Agreement, the Paying Agent Agreement and the Administration Agreement, to the extent permitted by applicable law; and (i) to adopt and amend bylaws, and take any and all such other actions as necessary or advisable to carry out the purposes of the Trust, subject to the provisions hereof and applicable law, including, without limitation, the Investment Company Act.

General Powers and Duties of the Trustees. In furtherance of the provisions of Section 2.1 hereof2.1, the Sponsor authorizes and directs the Trustees: (a) to enter into and perform (and, in accordance with Section 8.4(a) hereof8.5, amend), ) the ContractsContract, the Collateral AgreementsAgreement, the Underwriting Agreement, the Expense Agreement, the Indemnity Agreement, the Custodian Agreement, the Administration Agreement and the Paying Agent Agreement and to perform all obligations of the Trustees (including the obligation to provide indemnity hereunder and thereunder) and enforce all rights and remedies of the Trust under each of such agreements; and if any of the Custodian Agreement, the Administration Agreement, the Collateral Agreements Agreement and the Paying Agent Agreement terminates, or the agent of the Trust thereunder resigns or is discharged, to appoint a substitute agent and enter into a new agreement with such substitute agent containing provisions substantially similar to those contained in the agreement being terminated; provided that in any such new agreement (i) the Custodian and the Paying Agent shall each be a commercial bank or trust company organized and existing under the laws of the United States of America or any state thereintherein (or, in the case of the initial Paying Agent, a limited liability company affiliate with such a commercial bank or trust company), shall have full trust powers and shall have minimum capital, surplus and retained earnings of not less than $100,000,000; and (ii) the Administrator and the Collateral Agent shall each be a reputable financial institution qualified in all respects to carry out its obligations under the Administration Agreement or the Collateral AgreementsAgreement, as the case may be; (b) to hold the Trust Estate in trust, to create and administer the Trust Account, to direct payments received by the Trust to the Trust Account and to make payments out of the Trust Account as set forth in Article III hereofIII; (c) to issue and sell to the Underwriters an aggregate of up to _________ 3,450,000 Securities (including those Securities subject to the over-allotment option of the Underwriters provided for in the Underwriting Agreement) pursuant to the Underwriting Agreement and as contemplated by the Prospectus; provided, however, that subsequent to the determination of the public offering price per Security and related underwriting discount for the Securities to be sold to the Underwriters but prior to the sale of the Securities to the Underwriters, the Securities Security originally issued to the Sponsor shall be split into a greater number of Securities so that immediately following such split surrendered to the value of each Security held by the Sponsor will equal the aforesaid public offering priceTrust; (d) to select independent public accountants and, subject to the provisions of Section 8.5 hereof8.5, to engage such independent public accountants; (e) to engage legal counsel and, to the extent required by Section 2.4 hereof2.4, to engage professional advisors and pay reasonable compensation thereto; (f) to defend any action commenced against the Trustees or the Trust and to prosecute any action which the Trustees deem necessary to protect the Trust and the rights and interests of Holders, and to pay the costs thereof; (g) to arrange for the bonding of officers and employees of the Trust as required by Section 17(g) of the Investment Company Act and the rules and regulations thereunder; (h) to delegate any and all of its powers and duties hereunder as contemplated by the Collateral Agreement, the Custodian Agreement, the Paying Agent Agreement and the Administration Agreement, to the extent permitted by applicable law; and (i) to adopt and amend bylaws, and take any and all such other actions as necessary or advisable to carry out the purposes of the Trust, subject to the provisions hereof of this Agreement and applicable law, including, without limitation, the Investment Company Act.

General Powers and Duties of the Trustees. In furtherance of ----------------------------------------- the provisions of Section 2.1 2.04 hereof, the Sponsor authorizes and directs the Trustees, in the name and on behalf of the Trust: (a) to enter into and perform perform, or cause the Administrator to enter into and perform, (and, in accordance with Section 8.4(a7.04(c) hereof, amend), ) the Contracts, the Collateral Security and Pledge Agreements, the Underwriting Purchase Agreement, the Expense and Indemnity Agreement, the Custodian Agreement, the Administration Agreement and Agreement, the Paying Agent Agreement, the Trust Reimbursement Agreement, the Trust Expense Agreement, the TrUEPrS Subscription Agreement, the Debt Securities Subscription Agreement, the ADRs Purchase Contract and the License Agreement and to perform all obligations of the Trustees Trust (including the obligation to provide indemnity hereunder and thereunder) and enforce all rights and remedies of the Trust under each of such agreements, the Debt Securities and the Support Agreement; and if any of the Custodian Agreement, the Administration Agreement, the Collateral Agreements and the Paying Agent Agreement terminates, such agreements terminates or the agent of the Trust thereunder resigns or is discharged, to appoint a substitute agent and enter into a new agreement with such substitute agent containing provisions substantially similar to those contained in the agreement being terminated; provided that in any such new agreement (i) the Custodian and the Paying Agent shall each be a commercial bank or trust company organized and existing under the laws of the United States of America or any state therein, shall have full trust powers and shall have minimum capital, surplus and retained earnings of not less than $US$100,000,000; and (ii) the Administrator and the Collateral Agent shall each be a reputable financial institution eligible and qualified in all respects to carry out its obligations under the Administration Agreement or the Collateral Security and Pledge Agreements, as the case may be; (b) to hold the Trust Estate in trust, to create and administer the Trust Account, to direct payments received by the Trust to the Trust Account and to make payments out of the Trust Account as set forth in Article III hereof; (c) to issue and sell to (i) the Underwriters an aggregate of up to ____________ Securities TrUEPrS (including those Securities TrUEPrS subject to the over-allotment option of the Underwriters provided for in the Underwriting Purchase Agreement) pursuant to the Underwriting Purchase Agreement and as contemplated by the Prospectus; provided, however, that subsequent Prospectus and (ii) the Sponsor an aggregate of 4,000 TrUEPrS pursuant to the determination of the public offering price per Security and related underwriting discount for the Securities to be sold to the Underwriters but prior to the sale of the Securities to the Underwriters, the Securities originally issued to the Sponsor shall be split into a greater number of Securities so that immediately following such split the value of each Security held by the Sponsor will equal the aforesaid public offering priceTrUEPrS Subscription Agreement; (d) to select independent public accountants and, subject to the provisions of Section 8.5 7.05 hereof, to engage such independent public accountants; (e) to select and engage legal counsel and, to the extent required by Section 2.4 2.07 hereof, to engage professional advisors and pay reasonable compensation thereto; (f) to defend any action commenced against the Trustees or the Trust and to prosecute any action which the Trustees deem necessary to protect the Trust and the rights and interests of Holders, and to pay the costs thereof; (g) to arrange for the bonding of officers and employees of the Trust as required by Section 17(g) of the Investment Company Act and the rules and regulations thereunder; (h) to delegate any and or all of its powers and duties hereunder as contemplated by the Custodian Agreement, the Paying Agent Agreement and the Administration Agreement, in each case to the extent permitted by applicable law; and (ih) to adopt the fundamental policies set forth in the Prospectus, to adopt and amend bylawsby-laws, and to take any and all such other actions as necessary or advisable to carry out the purposes of the Trust, subject to the provisions hereof and applicable law, including, without limitation, the Investment Company Act; (i) to arrange for the bonding of officers and employees of the Trust if and as required by Section 17(g) of the Investment Company Act and the rules and regulations thereunder; (j) to prepare, execute and file with the New York Stock Exchange an application for listing thereon of the TrUEPrS; to prepare, execute and file any and all amendments, certificates, documents or letters to such listing as the Trustees deem appropriate; and to enter into other agreements that are necessary to effect such listing; (k) whenever the holder of the ADRs, the ANZ Preference Shares or the Jersey Preference Shares is entitled to vote on any matter, to perform such acts, including without limitation, calling a special meeting of Holders, obtaining Holders' consents and obtaining Holders' instructions, as necessary or required for purposes of Section 7.01; (l) to prepare, execute and file, and make related payments, with the National Association of Securities Dealers, Inc. (the "NASD") in accordance with Rule 2710 of the rules of conduct of the NASD and to prepare, execute and file any and all amendments, certificates, documents, certificates, documents or letters to such listing as the Trustees deem appropriate; (m) to set up a special pricing committee (the "Special Pricing Committee"), which committee shall consist of one of the Trustees and shall have the authority to approve and set the final offering price per TrUEPrS and all other final terms of the offering of the TrUEPrS; and (n) to perform all other acts which are necessary and incidental to carrying out the aforementioned powers.

General Powers and Duties of the Trustees. In furtherance of the provisions of Section 2.1 hereof, the Sponsor authorizes and directs the Trustees: (a) to enter into and perform (and, in accordance with Section 8.4(a) 8.4 hereof, amend), the Contracts, the Collateral Agreements, the Underwriting Agreement, the Indemnity Agreement, the Custodian Agreement, the Administration Agreement and the Paying Agent Agreement and to perform all obligations of the Trustees (including the obligation to provide indemnity hereunder and thereunder) and enforce all rights and remedies of the Trust under each of such agreements; and if any of the Custodian Agreement, the Administration Agreement, the Collateral Agreements and the Paying Agent Agreement terminates, or the agent of the Trust thereunder resigns or is discharged, to appoint a substitute agent and enter into a new agreement with such substitute agent containing provisions substantially similar to those contained in the agreement being terminated; provided that in any such new agreement (i) the Custodian and the Paying Agent shall each be a commercial bank or trust company organized and existing under the laws of the United States of America or any state therein, shall have full trust powers and shall have minimum capital, surplus and retained earnings of not less than $100,000,000; and (ii) the Administrator and the Collateral Agent shall each be a reputable financial institution qualified in all respects to carry out its obligations under the Administration Agreement or the Collateral Agreements, as the case may be; (b) to hold the Trust Estate in trust, to create and administer the Trust Account, to direct payments received by the Trust to the Trust Account and to make payments out of the Trust Account as set forth in Article III hereof; (c) to issue and sell to the Underwriters an aggregate of up to _________ Securities (including those Securities subject to the over-allotment option of the Underwriters provided for in the Underwriting Agreement) pursuant to the Underwriting Agreement and as contemplated by the Prospectus; provided, however, that subsequent to the determination of the public offering price per Security and related underwriting discount for the Securities to be sold to the Underwriters but prior to the sale of the Securities to the Underwriters, the Securities originally issued to the Sponsor shall be split into a greater number of Securities so that immediately following such split the value of each Security held by the Sponsor will equal the aforesaid public offering price; (d) to select independent public accountants and, subject to the provisions of Section 8.5 hereof, to engage such independent public accountants; (e) to engage legal counsel and, to the extent required by Section 2.4 hereof, to engage professional advisors and pay reasonable compensation thereto; (f) to defend any action commenced against the Trustees or the Trust and to prosecute any action which the Trustees deem necessary to protect the Trust and the rights and interests of Holders, and to pay the costs thereof; (g) to arrange for the bonding of officers and employees of the Trust as required by Section 17(g) of the Investment Company Act and the rules and regulations thereunder; (h) to delegate any and all of its powers and duties hereunder as contemplated by the Custodian Agreement, the Paying Agent Agreement and the Administration Agreement, to the extent permitted by applicable law; and (i) to adopt and amend bylaws, and take any and all such other actions as necessary or advisable to carry out the purposes of the Trust, subject to the provisions hereof and applicable law, including, without limitation, the Investment Company Act.

General Powers and Duties of the Trustees. In furtherance of the provisions of Section 2.1 hereof2.1, the Sponsor authorizes and directs the Trustees: (a) to enter into and perform (and, in accordance with Section 8.4(a) hereof8.5, amend), ) the ContractsContract, the Collateral AgreementsAgreement, the Underwriting Agreement, the Expense Agreement, the Indemnity Agreement, the Custodian Agreement, the Administration Agreement and the Paying Agent Agreement and to perform all obligations of the Trustees (including the obligation to provide indemnity hereunder and thereunder) and enforce all rights and remedies of the Trust under each of such agreements; and if any of the Custodian Agreement, the Administration Agreement, the Collateral Agreements Agreement and the Paying Agent Agreement terminates, or the agent of the Trust thereunder resigns or is discharged, to appoint a substitute agent and enter into a new agreement with such substitute agent containing provisions substantially similar to those contained in the agreement being terminated; provided that in any such new agreement (i) the Custodian and the Paying Agent shall each be a commercial bank or trust company organized and existing under the laws of the United States of America or any state thereintherein (or, in the case of the initial Paying Agent, a limited liability company affiliate with such a commercial bank or trust company), shall have full trust powers and shall have minimum capital, surplus and retained earnings of not less than $100,000,000; and (ii) the Administrator and the Collateral Agent shall each be a reputable financial institution qualified in all respects to carry out its obligations under the Administration Agreement or the Collateral AgreementsAgreement, as the case may be; (b) to hold the Trust Estate in trust, to create and administer the Trust Account, to direct payments received by the Trust to the Trust Account and to make payments out of the Trust Account as set forth in Article III hereofIII; (c) to issue and sell to the Underwriters an aggregate of up to _________ Securities (including those Securities subject to the over-allotment option of the Underwriters provided for in the Underwriting Agreement) pursuant to the Underwriting Agreement and as contemplated by the Prospectus; provided, however, that subsequent to the determination of the public offering price per Security and related underwriting discount for the Securities to be sold to the Underwriters but prior to the sale of the Securities to the Underwriters, the Securities Security originally issued to the Sponsor shall be split into a greater number of Securities so that immediately following such split the value of each Security held by the Sponsor will equal the aforesaid public offering price;; [REVISE AS NECESSARY] (d) to select independent public accountants and, subject to the provisions of Section 8.5 hereof8.5, to engage such independent public accountants; (e) to engage legal counsel and, to the extent required by Section 2.4 hereof2.4, to engage professional advisors and pay reasonable compensation thereto; (f) to defend any action commenced against the Trustees or the Trust and to prosecute any action which the Trustees deem necessary to protect the Trust and the rights and interests of Holders, and to pay the costs thereof; (g) to arrange for the bonding of officers and employees of the Trust as required by Section 17(g) of the Investment Company Act and the rules and regulations thereunder; (h) to delegate any and all of its powers and duties hereunder as contemplated by the Collateral Agreement, the Custodian Agreement, the Paying Agent Agreement and the Administration Agreement, to the extent permitted by applicable law; and (i) to adopt and amend bylaws, and take any and all such other actions as necessary or advisable to carry out the purposes of the Trust, subject to the provisions hereof of this Agreement and applicable law, including, without limitation, the Investment Company Act.

General Powers and Duties of the Trustees. In furtherance of the provisions of Section 2.1 hereof, the Sponsor authorizes and directs the Trustees: (a) to enter into and perform (and, in accordance with Section 8.4(a) hereof, amend), the ContractsContract, the Collateral AgreementsAgreement, the Underwriting Agreement, the Indemnity Agreement, the Custodian Agreement, the Administration Agreement and the Paying Agent Agreement and to perform all obligations of the Trustees (including the obligation to provide indemnity hereunder and thereunder) and enforce all rights and remedies of the Trust under each of such agreements; and if any of the Custodian Agreement, the Administration Agreement, the Collateral Agreements Agreement and the Paying Agent Agreement terminates, or the agent of the Trust thereunder resigns or is discharged, to appoint a substitute agent and enter into a new agreement with such substitute agent containing provisions substantially similar to those contained in the agreement being terminated; provided that in any such new agreement (i) the Custodian and the Paying Agent shall each be a commercial bank or trust company organized and existing under the laws of the United States of America or any state therein, shall have full trust powers and shall have minimum capital, surplus and retained earnings of not less than $100,000,000; and (ii) the Administrator and the Collateral Agent shall each be a reputable financial institution qualified in all respects to carry out its obligations under the Administration Agreement or the Collateral AgreementsAgreement, as the case may be; (b) to hold the Trust Estate in trust, to create and administer the Trust Account, to direct payments received by the Trust to the Trust Account and to make payments out of the Trust Account as set forth in Article III hereof; (c) to issue and sell to the Underwriters an aggregate of up to _________ Securities TIMES (including those Securities TIMES subject to the over-allotment option of the Underwriters provided for in the Underwriting Agreement) pursuant to the Underwriting Agreement and as contemplated by the Prospectus; provided, however, that subsequent to the determination of the public offering price per Security TIMES and related underwriting discount for the Securities TIMES to be sold to the Underwriters but prior to the sale of the Securities TIMES to the Underwriters, the Securities TIMES originally issued to the Sponsor shall be split into a greater number of Securities TIMES so that immediately following such split the value of each Security TIMES held by the Sponsor will equal the aforesaid public offering priceprice less the related underwriting discount; (d) to select independent public accountants and, subject to the provisions of Section 8.5 hereof, to engage such independent public accountants; (e) to engage legal counsel and, to the extent required by Section 2.4 hereof, to engage professional advisors and pay reasonable compensation thereto; (f) to defend any action commenced against the Trustees or the Trust and to prosecute any action which the Trustees deem necessary to protect the Trust and the rights and interests of Holders, and to pay the costs thereof; (g) to arrange for the bonding of officers and employees of the Trust as required by Section 17(g) of the Investment Company Act and the rules and regulations thereunder; (h) to delegate any and all of its powers and duties hereunder as contemplated by the Custodian Agreement, the Paying Agent Agreement and the Administration Agreement, to the extent permitted by applicable law; and (i) to adopt and amend bylaws, and take any and all such other actions as necessary or advisable to carry out the purposes of the Trust, subject to the provisions hereof and applicable law, including, without limitation, the Investment Company Act.

General Powers and Duties of the Trustees. In furtherance of the ----------------------------------------- provisions of Section 2.1 2.04 hereof, the Sponsor authorizes and directs the Trustees, in the name and on behalf of the Trust: (a) to enter into and perform perform, or cause the Administrator to enter into and perform, (and, in accordance with Section 8.4(a7.04(c) hereof, amend), ) the Contracts, the Collateral Security and Pledge Agreements, the Underwriting Purchase Agreement, the Expense and Indemnity Agreement, the Custodian Agreement, the Administration Agreement and Agreement, the Paying Agent Agreement, the Trust Reimbursement Agreement, the Trust Expense Agreement, the TrUEPrS Subscription Agreement, the Debt Securities Subscription Agreement, the ADRs Purchase Contract and the License Agreement and to perform all obligations of the Trustees Trust (including the obligation to provide indemnity hereunder and thereunder) and enforce all rights and remedies of the Trust under each of such agreements, the Debt Securities and the Support Agreement; and if any of the Custodian Agreement, the Administration Agreement, the Collateral Agreements and the Paying Agent Agreement terminates, such agreements terminates or the agent of the Trust thereunder resigns or is discharged, to appoint a substitute agent and enter into a new agreement with such substitute agent containing provisions substantially similar to those contained in the agreement being terminated; provided that in any such new agreement (i) the Custodian and the Paying Agent shall each be a commercial bank or trust company organized and existing under the laws of the United States of America or any state therein, shall have full trust powers and shall have minimum capital, surplus and retained earnings of not less than $US$100,000,000; and (ii) the Administrator and the Collateral Agent shall each be a reputable financial institution eligible and qualified in all respects to carry out its obligations under the Administration Agreement or the Collateral Security and Pledge Agreements, as the case may be; (b) to hold the Trust Estate in trust, to create and administer the Trust Account, to direct payments received by the Trust to the Trust Account and to make payments out of the Trust Account as set forth in Article III hereof; (c) to issue and sell to (i) the Underwriters an aggregate of up to _________ Securities 9,200,000 TrUEPrS (including those Securities TrUEPrS subject to the over-allotment option of the Underwriters provided for in the Underwriting Purchase Agreement) pursuant to the Underwriting Purchase Agreement and as contemplated by the Prospectus; provided, however, that subsequent Prospectus and (ii) the Sponsor an aggregate of 4,000 TrUEPrS pursuant to the determination of the public offering price per Security and related underwriting discount for the Securities to be sold to the Underwriters but prior to the sale of the Securities to the Underwriters, the Securities originally issued to the Sponsor shall be split into a greater number of Securities so that immediately following such split the value of each Security held by the Sponsor will equal the aforesaid public offering priceTrUEPrS Subscription Agreement; (d) to select independent public accountants and, subject to the provisions of Section 8.5 7.05 hereof, to engage such independent public accountants; (e) to select and engage legal counsel and, to the extent required by Section 2.4 2.07 hereof, to engage professional advisors and pay reasonable compensation thereto; (f) to defend any action commenced against the Trustees or the Trust and to prosecute any action which the Trustees deem necessary to protect the Trust and the rights and interests of Holders, and to pay the costs thereof; (g) to arrange for the bonding of officers and employees of the Trust as required by Section 17(g) of the Investment Company Act and the rules and regulations thereunder; (h) to delegate any and or all of its powers and duties hereunder as contemplated by the Custodian Agreement, the Paying Agent Agreement and the Administration Agreement, in each case to the extent permitted by applicable law; and; (ih) to adopt the fundamental policies set forth in the Prospectus, to adopt and amend bylawsby-laws, and to take any and all such other actions as necessary or advisable to carry out the purposes of the Trust, subject to the provisions hereof and applicable law, including, without limitation, the Investment Company Act; (i) to arrange for the bonding of officers and employees of the Trust if and as required by Section 17(g) of the Investment Company Act and the rules and regulations thereunder; (j) to prepare, execute and file with the New York Stock Exchange an application for listing thereon of the TrUEPrS; to prepare, execute and file any and all amendments, certificates, documents or letters to such listing as the Trustees deem appropriate; and to enter into other agreements that are necessary to effect such listing; (k) whenever the holder of the ADRs, the ANZ Preference Shares or the Jersey Preference Shares is entitled to vote on any matter, to perform such acts, including without limitation, calling a special meeting of Holders, obtaining Holders' consents and obtaining Holders' instructions, as necessary or required for purposes of Section 7.01; (l) to prepare, execute and file, and make related payments, with the National Association of Securities Dealers, Inc. (the "NASD") in accordance with Rule 2710 of the rules of conduct of the NASD and to prepare, execute and file any and all amendments, certificates, documents, certificates, documents or letters to such listing as the Trustees deem appropriate; (m) to set up a special pricing committee (the "Special Pricing Committee"), which committee shall consist of one of the Trustees and shall have the authority to approve and set the final offering price per TrUEPrS and all other final terms of the offering of the TrUEPrS; and (n) to perform all other acts which are necessary and incidental to carrying out the aforementioned powers.

General Powers and Duties of the Trustees. In furtherance of the provisions of Section 2.1 hereof2.1, the Sponsor Settlor authorizes and directs the Trustees: (a) to enter into and perform (and, in accordance with Section 8.4(a) hereof8.5, amend)) the Contract, the ContractsParent Agreement, the Collateral AgreementsAgreement, the Underwriting ADS Procedures Agreement, the Purchase Agreement, the Expense Agreement, the Indemnity Agreement, the Custodian Agreement, the Administration Agreement and the Paying Agent Agreement and to perform all obligations of the Trustees (including the obligation to provide indemnity hereunder and thereunder) and enforce all rights and remedies of the Trust under each of such agreements; and if any of the Custodian Agreement, the Administration Agreement, the Collateral Agreements Agreement and the Paying Agent Agreement terminates, or the agent of the Trust thereunder resigns or is discharged, to appoint a substitute agent and enter into a new agreement with such substitute agent containing provisions substantially similar to those contained in the agreement being terminated; provided provided, that in any such new agreement (i) the Custodian and the Paying Agent shall each be a commercial bank or trust company organized and existing under the laws of the United States of America or any state therein, shall have full trust powers and shall have minimum capital, surplus and retained earnings of not less than $100,000,00050,000,000; and (ii) the Administrator and the Collateral Agent shall each be a reputable financial institution (or, in the case of the Administrator, a limited liability company affiliate thereof) qualified in all respects to carry out its obligations under the Administration Agreement or the Collateral AgreementsAgreement, as the case may be; (b) to hold the Trust Estate in trust, to create and administer the Trust Account, to direct payments received by the Trust to the Trust Account and to make payments out of the Trust Account as set forth in Article III hereofIII; (c) to issue and sell to the Underwriters Initial Purchasers an aggregate of up to _________ 66,000,000 Trust Securities (including those Trust Securities subject to the over-allotment option of the Underwriters Initial Purchasers to purchase additional Trust Securities provided for in the Underwriting Purchase Agreement) pursuant to the Underwriting Purchase Agreement and as contemplated by the ProspectusOffering Circular; provided, however, that subsequent to the determination of the public initial offering price per Trust Security and related underwriting Initial Purchasers’ discount for the Trust Securities to be sold to the Underwriters Initial Purchasers but prior to the sale of the Trust Securities to the UnderwritersInitial Purchasers, the Securities Trust Security originally issued to the Sponsor shall Settlor shall, if necessary, be split into a greater number of Trust Securities so that immediately following such split the value of each Security held by the Sponsor Settlor will equal the aforesaid public offering priceprice less the related Initial Purchasers’ discount; (d) to select independent public accountants and, subject to the provisions of Section 8.5 hereof8.6, to engage such independent public accountants; (e) to engage legal counsel and, to the extent required by Section 2.4 hereof2.4, to engage professional advisors and pay reasonable compensation thereto; (f) to defend any action commenced against the Trustees or the Trust and to prosecute any action which the Trustees deem necessary to protect the Trust and the rights and interests of Holders, and to pay the costs thereof; (g) to arrange for the bonding of officers and employees of the Trust as required by Section 17(g) of the Investment Company Act and the rules and regulations thereunder; (h) to delegate any and all of its powers and duties hereunder as contemplated by the Collateral Agreement, the Custodian Agreement, the Paying Agent Agreement and the Administration Agreement, to the extent permitted by applicable law; and; (i) to adopt and amend bylaws, and take any and all such other actions as necessary or advisable to cause the Trust to be treated as a domestic “grantor trust” under the Code and to carry out the purposes of the Trust, subject to the provisions hereof of this Agreement and applicable law, including, without limitation, the Investment Company Act; and (j) to register with the Commission as an Investment Company.

General Powers and Duties of the Trustees. In furtherance of the provisions of Section 2.1 2.04 hereof, the Sponsor authorizes and directs the Trustees, in the name and on behalf of the Trust: (a) to enter into and perform or cause the Administrator to enter into and perform (and, in accordance with Section 8.4(a7.04(c) hereof, amend), ) the Contracts, the Collateral Security and Pledge Agreements, the Underwriting Purchase Agreement, the Expense and Indemnity Agreement, the Custodian Agreement, the Administration Agreement and Agreement, the Paying Agent Agreement, the Trust Reimbursement Agreement, the Trust Expense Agreement, the License Agreement, the TrUEPrS Subscription Agreement, the ADSs Purchase Contract and the Debt Securities Subscription Agreement and to perform all obligations of the Trustees Trust (including the obligation to provide indemnity hereunder and thereunder) and enforce all rights and remedies of the Trust under each of such agreements; and if any of the Custodian Agreement, the Administration Agreement, the Collateral Agreements and the Paying Agent Agreement terminates, such agreements terminates or the agent of the Trust thereunder resigns or is discharged, to appoint a substitute agent and enter into a new agreement with such substitute agent containing provisions substantially similar to those contained in the agreement being terminated; provided that in any such new agreement (i) the Custodian and the Paying Agent shall each be a commercial bank or trust company organized and existing under the laws of the United States of America or any state therein, shall have full trust powers and shall have minimum capital, surplus and retained earnings of not less than $US$100,000,000; and (ii) the Administrator and the Collateral Agent shall each be a reputable financial institution eligible and qualified in all respects to carry out its obligations under the Administration Agreement or the Collateral Security and Pledge Agreements, as the case may be; (b) to hold the Trust Estate in trust, to create and administer the Trust Account, to direct payments received by the Trust to the Trust Account and to make payments out of the Trust Account as set forth in Article III hereof; (c) to issue and sell to (i) the Underwriters an aggregate of up to _________ Securities 18,396,000 TrUEPrS (including those Securities TrUEPrS subject to the over-allotment option of the Underwriters provided for in the Underwriting Purchase Agreement) pursuant to the Underwriting Purchase Agreement and as contemplated by the Prospectus; provided, however, that subsequent Prospectus and (ii) the Sponsor an aggregate of 4,000 TrUEPrS pursuant to the determination of the public offering price per Security and related underwriting discount for the Securities to be sold to the Underwriters but prior to the sale of the Securities to the Underwriters, the Securities originally issued to the Sponsor shall be split into a greater number of Securities so that immediately following such split the value of each Security held by the Sponsor will equal the aforesaid public offering priceTrUEPrS Subscription Agreement; (d) to select independent public accountants and, subject to the provisions of Section 8.5 7.05 hereof, to engage such independent public accountants; (e) to select and engage legal counsel and, to the extent required by Section 2.4 2.07 hereof, to engage professional advisors and pay reasonable compensation thereto; (f) to defend any action commenced against the Trustees or the Trust and to prosecute any action which the Trustees deem necessary to protect the Trust and the rights and interests of Holders, and to pay the costs thereof; (g) to arrange for the bonding of officers and employees of the Trust as required by Section 17(g) of the Investment Company Act and the rules and regulations thereunder; (h) to delegate any and or all of its powers and duties hereunder as contemplated by the Custodian Agreement, the Paying Agent Agreement and the Administration Agreement, in each case to the extent permitted by applicable law; and; (ih) to adopt the fundamental policies set forth in the Prospectus, to adopt and amend bylawsby-laws, and to take any and all such other actions as necessary or advisable to carry out the purposes of the Trust, subject to the provisions hereof and applicable law, including, without limitation, the Investment Company Act; (i) to arrange for the bonding of officers and employees of the Trust if and as required by Section 17(g) of the Investment Company Act and the rules and regulations thereunder; (j) to prepare, execute and file with the New York Stock Exchange an application for listing thereon of the TrUEPrS; to prepare, execute and file any and all amendments, certificates, documents or letters to such listing as the Trustees deem appropriate; and to enter into other agreements that are necessary to effect such listing. (k) whenever the holder of the ADRs, the NAB Preference Shares or the Jersey Preference Shares is entitled to vote on any matter, to perform such acts, including, without limitation, calling a special meeting of Holders, obtaining Holders' consents and obtaining Holders' instructions, as necessary or required for purposes of Section 7.01; (l) to prepare, execute and file, and make related payments, with the National Association of Securities Dealers, Inc. (the "NASD") in accordance with Rule 2710 of the rules of conduct of the NASD and to prepare, execute and file any and all amendments, certificates, documents, certificates, documents or letters to such listing as the Trustees deem appropriate; (m) to set up a special pricing committee (the "Special Pricing Committee"), which committee shall consist of one of the Trustees and shall have the authority to approve and set the final offering price per TrUEPrS and all other final terms of the offering of the TrUEPrS; and (n) to perform all other acts which are necessary and incidental to carrying out the aforementioned powers.

General Powers and Duties of the Trustees. In furtherance of the provisions of Section 2.1 hereof2.1, the Sponsor authorizes and directs the Trustees: (a) to enter into and perform (and, in accordance with Section 8.4(a) hereof8.5, amend), ) the Contracts, the Collateral Agreements, the Underwriting Purchase Agreement, the Expense Agreement, the Indemnity Agreement, the Custodian Agreement, the Administration Agreement and the Paying Agent Agreement and to perform all obligations of the Trustees (including the obligation to provide indemnity hereunder and thereunder) and enforce all rights and remedies of the Trust under each of such agreements; and if any of the Custodian Agreement, the Administration Agreement, the Collateral Agreements and the Paying Agent Agreement terminates, or the agent of the Trust thereunder resigns or is discharged, to appoint a substitute agent and enter into a new agreement with such substitute agent containing provisions substantially similar to those contained in the agreement being terminated; provided provided, that in any such new agreement (i) the Custodian and the Paying Agent shall each be a commercial bank or trust company organized and existing under the laws of the United States of America or any state therein, therein shall have full trust powers and shall have minimum capital, surplus and retained earnings of not less than $100,000,000; and (ii) the Administrator and the Collateral Agent shall each be a reputable financial institution (or, in the case of the Administrator, a limited liability company affiliate thereof) qualified in all respects to carry out its obligations under the Administration Agreement or the Collateral Agreements, as the case may be; (b) to hold the Trust Estate in trust, to create and administer the Trust Account, to direct payments received by the Trust to the Trust Account and to make payments out of the Trust Account as set forth in Article III hereofIII; (c) to issue and sell to the Underwriters Initial Purchasers an aggregate of up to _________ 26,136,364 Securities (including those Securities subject to the over-allotment option of the Underwriters Initial Purchasers provided for in the Underwriting Purchase Agreement) pursuant to the Underwriting Purchase Agreement and as contemplated by the ProspectusOffering Memorandum; provided, however, that subsequent to the determination of the public offering price per Security and related underwriting Initial Purchasers’ discount for the Securities to be sold to the Underwriters Initial Purchasers but prior to the sale of the Securities to the UnderwritersInitial Purchasers, the Securities Security originally issued to the Sponsor shall be split into a greater number of Securities so that immediately following such split the value of each Security held by the Sponsor will equal the aforesaid public offering priceprice less the related Initial Purchasers’ discount; (d) to select independent public accountants and, subject to the provisions of Section 8.5 hereof8.6, to engage such independent public accountants; (e) to engage legal counsel and, to the extent required by Section 2.4 hereof2.4, to engage professional advisors and pay reasonable compensation thereto; (f) to defend any action commenced against the Trustees or the Trust and to prosecute any action which the Trustees deem necessary to protect the Trust and the rights and interests of Holders, and to pay the costs thereof, with authority to act as president or treasurer of the Trust in any such action for purposes of Section 12 or 13 of the New York General Associations Law; (g) to arrange for the bonding of officers and employees of the Trust as required by Section 17(g) of the Investment Company Act and the rules and regulations thereunder; (h) to delegate any and all of its powers and duties hereunder as contemplated by the Collateral Agreements, the Custodian Agreement, the Paying Agent Agreement and the Administration Agreement, to the extent permitted by applicable law; and (i) to adopt and amend bylaws, and take any and all such other actions as necessary or advisable to cause the Trust to be treated as a domestic “grantor trust” under the Code and to carry out the purposes of the Trust, subject to the provisions hereof of this Agreement and applicable law, including, without limitation, the Investment Company Act.

General Powers and Duties of the Trustees. In furtherance of the provisions of Section Section 2.1 hereof, the Sponsor authorizes and directs the Trustees: (a) to enter into and perform (and, in accordance with Section 8.4(a) hereof, amend), the ContractsContract, the Collateral AgreementsAgreement, the Underwriting Agreement, the Indemnity Agreement, the Custodian Agreement, the Administration Agreement and the Paying Agent Agreement and to perform all obligations of the Trustees (including the obligation to provide indemnity hereunder and thereunder) and enforce all rights and remedies of the Trust under each of such agreements; and if any of the Custodian Agreement, the Administration Agreement, the Collateral Agreements Agreement and the Paying Agent Agreement terminates, or the agent of the Trust thereunder resigns or is discharged, to appoint a substitute agent and enter into a new agreement with such substitute agent containing provisions substantially similar to those contained in the agreement being terminated; provided that in any such new agreement (i) the Custodian and the Paying Agent shall each be a commercial bank or trust company organized and existing under the laws of the United States of America or any state therein, shall have full trust powers and shall have minimum capital, surplus and retained earnings of not less than $100,000,000; and (ii) the Administrator and the Collateral Agent shall each be a reputable financial institution qualified in all respects to carry out its obligations under the Administration Agreement or the Collateral AgreementsAgreement, as the case may be; (b) to hold the Trust Estate in trust, to create and administer the Trust Account, to direct payments received by the Trust to the Trust Account and to make payments out of the Trust Account as set forth in Article III hereof; (c) to issue and sell to the Underwriters an aggregate of up to _________ Securities 2,205,000 TIMES (including those Securities TIMES subject to the over-allotment option of the Underwriters provided for in the Underwriting Agreement) pursuant to the Underwriting Agreement and as contemplated by the Prospectus; provided, however, that subsequent to the determination of the public offering price per Security TIMES and related underwriting discount for the Securities TIMES to be sold to the Underwriters but prior to the sale of the Securities TIMES to the Underwriters, the Securities TIMES originally issued to the Sponsor shall be split into a greater number of Securities TIMES so that immediately following such split the value of each Security TIMES held by the Sponsor will equal the aforesaid public offering priceprice less the related underwriting discount; (d) to select independent public accountants and, subject to the provisions of Section 8.5 hereof, to engage such independent public accountants; (e) to engage legal counsel and, to the extent required by Section 2.4 hereof, to engage professional advisors and pay reasonable compensation thereto; (f) to defend any action commenced against the Trustees or the Trust and to prosecute any action which the Trustees deem necessary to protect the Trust and the rights and interests of Holders, and to pay the costs thereof; (g) to arrange for the bonding of officers and employees of the Trust as required by Section 17(g) of the Investment Company Act and the rules and regulations thereunder; (h) to delegate any and all of its powers and duties hereunder as contemplated by the Custodian Agreement, the Paying Agent Agreement and the Administration Agreement, to the extent permitted by applicable law; and (i) to adopt and amend bylaws, and take any and all such other actions as necessary or advisable to carry out the purposes of the Trust, subject to the provisions hereof and applicable law, including, without limitation, the Investment Company Act.

General Powers and Duties of the Trustees. In furtherance of the provisions of Section 2.1 hereof2.1, the Sponsor authorizes and directs the Trustees: (a) to enter into and perform (and, in accordance with Section 8.4(a) hereof8.5, amend), ) the ContractsContract, the Collateral AgreementsAgreement, the Underwriting Agreement, the Expense Agreement, the Indemnity Agreement, the Custodian Agreement, the Administration Agreement and the Paying Agent Agreement and to perform all obligations of the Trustees (including the obligation to provide indemnity hereunder and thereunder) and enforce all rights and remedies of the Trust under each of such agreements; and if any of the Custodian Agreement, the Administration Agreement, the Collateral Agreements Agreement and the Paying Agent Agreement terminates, or the agent of the Trust thereunder resigns or is discharged, to appoint a substitute agent and enter into a new agreement with such substitute agent containing provisions substantially similar to those contained in the agreement being terminated; provided that in any such new agreement (i) the Custodian and the Paying Agent shall each be a commercial bank or trust company organized and existing under the laws of the United States of America or any state thereintherein (or, in the case of the initial Paying Agent, a limited liability company affiliate with such a commercial bank or trust company), shall have full trust powers and shall have minimum capital, surplus and retained earnings of not less than $100,000,000; and (ii) the Administrator and the Collateral Agent shall each be a reputable financial institution qualified in all respects to carry out its obligations under the Administration Agreement or the Collateral AgreementsAgreement, as the case may be; (b) to hold the Trust Estate in trust, to create and administer the Trust Account, to direct payments received by the Trust to the Trust Account and to make payments out of the Trust Account as set forth in Article III hereofIII; (c) to issue and sell to the Underwriters an aggregate of up to _________ Securities (including those Securities subject to the over-allotment option of the Underwriters provided for in the Underwriting Agreement) pursuant to the Underwriting Agreement and as contemplated by the Prospectus; provided, however, that subsequent to the determination of the public offering price per Security and related underwriting discount for the Securities to be sold to the Underwriters but prior to the sale of the Securities to the Underwriters, the Securities Security originally issued to the Sponsor shall be split into a greater number of Securities so that immediately following such split the value of each Security held by the Sponsor will equal the aforesaid public offering price; (d) to select independent public accountants and, subject to the provisions of Section 8.5 hereof8.5, to engage such independent public accountants; (e) to engage legal counsel and, to the extent required by Section 2.4 hereof2.4, to engage professional advisors and pay reasonable compensation thereto; (f) to defend any action commenced against the Trustees or the Trust and to prosecute any action which the Trustees deem necessary to protect the Trust and the rights and interests of Holders, and to pay the costs thereof; (g) to arrange for the bonding of officers and employees of the Trust as required by Section 17(g) of the Investment Company Act and the rules and regulations thereunder; (h) to delegate any and all of its powers and duties hereunder as contemplated by the Collateral Agreement, the Custodian Agreement, the Paying Agent Agreement and the Administration Agreement, to the extent permitted by applicable law; and (i) to adopt and amend bylaws, and take any and all such other actions as necessary or advisable to carry out the purposes of the Trust, subject to the provisions hereof of this Agreement and applicable law, including, without limitation, the Investment Company Act.

General Powers and Duties of the Trustees. In furtherance of the provisions of Section 2.1 2.4 hereof, the Sponsor authorizes and directs the Trustees, on behalf of the Trust: (a) to enter into and perform (and, in accordance with Section 8.4(a) hereof, amend), the ContractsContract, the Collateral Agreements, the Underwriting Purchase Agreement, the Indemnity Agreement, the Custodian Agreement, the Administration Agreement, the Subscription Agreement, the Escrow Agreement and the Paying Agent Agreement and to perform all obligations of the Trustees (including the obligation to provide indemnity hereunder and thereunder) and enforce all rights and remedies of the Trust under each of such agreements; and if any of the Custodian Agreement, the Administration Agreement, the Collateral Agreements Agreement and the Paying Agent Agreement terminates, or the agent of the Trust thereunder resigns or is discharged, to appoint a substitute agent and enter into a new agreement with such substitute agent containing provisions substantially similar to those contained in the agreement being terminated; provided that in any such new agreement (i) the Custodian and the Paying Agent shall each be a commercial bank or trust company organized and existing under the laws of the United States of America or any state therein, shall have full trust powers and shall have minimum capital, surplus and retained earnings of not less than $100,000,000; and (ii) the Administrator and the Collateral Agent shall each be a reputable financial institution eligible and qualified in all respects to carry out its obligations under the Administration Agreement or the Collateral Agreements, as the case may beAgreement; (b) to hold the Trust Estate in trust, to create and administer the Trust Account, to direct payments received by the Trust to the Trust Account and to make payments out of the Trust Account as set forth in Article III hereof; (c) to issue and sell to the Underwriters Underwriter an aggregate of up to _________ Securities STRYPES (including those Securities STRYPES subject to the over-allotment option of the Underwriters Underwriter provided for in the Underwriting Purchase Agreement) pursuant to the Underwriting Purchase Agreement and as contemplated by the Prospectus; provided, however, that subsequent to the determination of the public offering price per Security STRYPES and related underwriting discount for the Securities STRYPES to be sold to the Underwriters Underwriter but prior to the sale of the Securities STRYPES to the UnderwritersUnderwriter, the Securities STRYPES originally issued to the Sponsor shall be split into a greater number of Securities STRYPES so that immediately following such split the value of each Security the STRYPES held by the Sponsor will equal the aforesaid public offering priceprice per STRYPES; (d) to select independent public accountants and, subject to the provisions of Section 8.5 hereof, to engage such independent public accountants; (e) to engage legal counsel and, to the extent required by Section 2.4 2.7(b) hereof, to engage professional advisors and pay reasonable compensation thereto; (f) to defend any action commenced against the Trustees or the Trust and to prosecute any action which the Trustees deem necessary to protect the Trust and the rights and interests of Holders, and to pay the costs thereof; (g) to arrange for the bonding of officers and employees of the Trust as required by Section 17(g) of the Investment Company Act and the rules and regulations thereunder; (h) to delegate any and or all of its powers and duties hereunder as contemplated by the Custodian Agreement, the Paying Agent Agreement, the Escrow Agreement and the Administration Agreement, to the extent permitted by applicable law; and (ih) to adopt the fundamental policies set forth in the Prospectus, to adopt and amend bylawsa code of regulations, and take any and all such other actions as necessary or advisable to carry out the purposes of the Trust, subject to the provisions hereof and applicable law, including, without limitation, the Investment Company Act.

General Powers and Duties of the Trustees. In furtherance ----------------------------------------- of the provisions of Section 2.1 2.4 hereof, the Sponsor authorizes and directs the Trustees, on behalf of the Trust: (a) to enter into and perform (and, in accordance with Section 8.4(a) hereof, amend), the ContractsContract, the Collateral AgreementsSecurity and Pledge Agreement, the Underwriting Purchase Agreement, the Indemnity Agreement, the Custodian Agreement, the Administration Agreement, the Paying Agent Agreement and the Paying Agent Subscription Agreement and to perform all obligations of the Trustees (including the obligation to provide indemnity hereunder and thereunder) and enforce all rights and remedies of the Trust under each of such agreements; and if any of the Custodian Agreement, the Administration Agreement, the Collateral Agreements Security and Pledge Agreement and the Paying Agent Agreement terminates, or the agent of the Trust thereunder resigns or is discharged, to appoint a substitute agent and enter into a new agreement with such substitute agent containing provisions substantially similar to those contained in the agreement being terminated; provided that in any such new agreement (i) the Custodian and the Paying Agent shall each be a commercial bank or trust company organized and existing under the laws of the United States of America or any state therein, shall have full trust powers and shall have minimum capital, surplus and retained earnings of not less than $100,000,000; and (ii) the Administrator and the Collateral Agent shall each be a reputable financial institution eligible and qualified in all respects to carry out its obligations under the Administration Agreement or the Collateral AgreementsSecurity and Pledge Agreement, as the case may be; (b) to hold the Trust Estate in trust, to create and administer the Trust Account, to direct payments received by the Trust to the Trust Account and to make payments out of the Trust Account as set forth in Article III hereof; (c) to issue and sell to the Underwriters an aggregate of up to _________ Securities 4,600,000 STRYPES (including those Securities STRYPES subject to the over-allotment option of the several Underwriters provided for in the Underwriting Purchase Agreement) pursuant to the Underwriting Purchase Agreement and as contemplated by the Prospectus; provided, however, that subsequent to the determination of the public offering price per Security STRYPES and related underwriting discount for the Securities STRYPES to be sold to the several Underwriters but prior to the sale of the Securities STRYPES to the several Underwriters, the Securities STRYPES originally issued to the Sponsor shall be split into a greater number of Securities STRYPES so that immediately following such split the value of each Security STRYPES held by the Sponsor will equal the aforesaid public offering priceprice per STRYPES; (d) to select independent public accountants and, subject to the provisions of Section 8.5 hereof, to engage such independent public accountants; (e) to engage legal counsel and, to the extent required by Section 2.4 2.7 hereof, to engage professional advisors and pay reasonable compensation thereto; (f) to defend any action commenced against the Trustees or the Trust and to prosecute any action which the Trustees deem necessary to protect the Trust and the rights and interests of Holders, and to pay the costs thereof; (g) to arrange for the bonding of officers and employees of the Trust as required by Section 17(g) of the Investment Company Act and the rules and regulations thereunder; (h) to delegate any and or all of its powers and duties hereunder as contemplated by the Custodian Agreement, the Paying Agent Agreement and the Administration Agreement, to the extent permitted by applicable law; and (ih) to adopt the fundamental policies set forth in the Prospectus, to adopt and amend bylawsa code of regulations, and take any and all such other actions as necessary or advisable to carry out the purposes of the Trust, subject to the provisions hereof and applicable law, including, without limitation, the Investment Company Act.

General Powers and Duties of the Trustees. In furtherance of the provisions of Section 2.1 hereof, the Sponsor authorizes and directs the Trustees: (a) to enter into and perform (and, in accordance with Section 8.4(a) hereof, amend), the Contracts, the Collateral Agreements, the Underwriting Agreement, the Indemnity Agreement, the Custodian Agreement, the Administration Agreement and the Paying Agent Agreement and to perform all obligations of the Trustees (including the obligation to provide indemnity hereunder and thereunder) and enforce all rights and remedies of the Trust under each of such agreements; and if any of the Custodian Agreement, the Administration Agreement, the Collateral Agreements and the Paying Agent Agreement terminates, or the agent of the Trust thereunder resigns or is discharged, to appoint a substitute agent and enter into a new agreement with such substitute agent containing provisions substantially similar to those contained in the agreement being terminated; provided that in any such new agreement (i) the Custodian and the Paying Agent shall each be a commercial bank or trust company organized and existing under the laws of the United States of America or any state therein, shall have full trust powers and shall have minimum capital, surplus and retained earnings of not less than $100,000,000; and (ii) the Administrator and the Collateral Agent shall each be a reputable financial institution qualified in all respects to carry out its obligations under the Administration Agreement or the Collateral Agreements, as the case may be;full (b) to hold the Trust Estate in trust, to create and administer the Trust Account, to direct payments received by the Trust to the Trust Account and to make payments out of the Trust Account as set forth in Article III hereof; (c) to issue and sell to the Underwriters an aggregate of up to _________ Securities (including those Securities subject to the over-allotment option of the Underwriters provided for in the Underwriting Agreement) pursuant to the Underwriting Agreement and as contemplated by the Prospectus; provided, however, that subsequent to the determination of the public offering price per Security and related underwriting discount for the Securities to be sold to the Underwriters but prior to the sale of the Securities to the Underwriters, the Securities originally issued to the Sponsor shall be split into a greater number of Securities so that immediately following such split the value of each Security held by the Sponsor will equal the aforesaid public offering price; (d) to select independent public accountants and, subject to the provisions of Section 8.5 hereof, to engage such independent public accountants; (e) to engage legal counsel and, to the extent required by Section 2.4 hereof, to engage professional advisors and pay reasonable compensation thereto; (f) to defend any action commenced against the Trustees or the Trust and to prosecute any action which the Trustees deem necessary to protect the Trust and the rights and interests of Holders, and to pay the costs thereof; (g) to arrange for the bonding of officers and employees of the Trust as required by Section 17(g) of the Investment Company Act and the rules and regulations thereunder; (h) to delegate any and all of its powers and duties hereunder as contemplated by the Custodian Agreement, the Paying Agent Agreement and the Administration Agreement, to the extent permitted by applicable law; andCustodian (i) to adopt and amend bylaws, and take any and all such other actions as necessary or advisable to carry out the purposes of the Trust, subject to the provisions hereof and applicable law, including, without limitation, the Investment Company Act.

General Powers and Duties of the Trustees. In furtherance of the provisions of Section 2.1 2.04 hereof, the Sponsor authorizes and directs the Trustees, in the name and on behalf of the Trust: (a) to enter into and perform (and, in accordance with Section 8.4(a7.04(c) hereof, amend), the Contracts, the Collateral Security and Pledge Agreements, the Underwriting Purchase Agreement, the Expense and Indemnity Agreement, the Custodian Agreement, the Administration Agreement and Agreement, the Paying Agent Agreement, the Trust Reimbursement Agreement, the Trust Expense Agreement, the TrUEPrS Subscription Agreement, the Debt Securities Subscription Agreement, the ADSs Purchase Contract and the License Agreement and to perform all obligations of the Trustees Trust (including the obligation to provide indemnity hereunder and thereunder) and enforce all rights and remedies of the Trust under each of such agreements; and if any of the Custodian Agreement, the Administration Agreement, the Collateral Agreements and the Paying Agent Agreement terminates, such agreements terminates or the agent of the Trust thereunder resigns or is discharged, to appoint a substitute agent and enter into a new agreement with such substitute agent containing provisions substantially similar to those contained in the agreement being terminated; provided that in any such new agreement (i) the Custodian and the Paying Agent shall each be a commercial bank or trust company organized and existing under the laws of the United States of America or any state therein, shall have full trust powers and shall have minimum capital, surplus and retained earnings of not less than $US$100,000,000; and (ii) the Administrator and the Collateral Agent shall each be a reputable financial institution eligible and qualified in all respects to carry out its obligations under the Administration Agreement or the Collateral Security and Pledge Agreements, as the case may be; (b) to hold the Trust Estate in trust, to create and administer the Trust Account, to direct payments received by the Trust to the Trust Account and to make payments out of the Trust Account as set forth in Article III hereof; (c) to issue and sell to (i) the Underwriters an aggregate of up to _________ Securities 22,996,000 TrUEPrS (including those Securities TrUEPrS subject to the over-allotment option of the Underwriters provided for in the Underwriting Purchase Agreement) pursuant to the Underwriting Purchase Agreement and as contemplated by the Prospectus; provided, however, that subsequent Prospectus and (ii) the Sponsor an aggregate of 4,000 TrUEPrS pursuant to the determination of the public offering price per Security and related underwriting discount for the Securities to be sold to the Underwriters but prior to the sale of the Securities to the Underwriters, the Securities originally issued to the Sponsor shall be split into a greater number of Securities so that immediately following such split the value of each Security held by the Sponsor will equal the aforesaid public offering priceTrUEPrS Subscription Agreement; (d) to select independent public accountants and, subject to the provisions of Section 8.5 7.05 hereof, to engage such independent public accountants; (e) to select and engage legal counsel and, to the extent required by Section 2.4 2.07 hereof, to engage professional advisors and pay reasonable compensation thereto; (f) to defend any action commenced against the Trustees or the Trust and to prosecute any action which the Trustees deem necessary to protect the Trust and the rights and interests of Holders, and to pay the costs thereof; (g) to arrange for the bonding of officers and employees of the Trust as required by Section 17(g) of the Investment Company Act and the rules and regulations thereunder; (h) to delegate any and or all of its powers and duties hereunder as contemplated by the Custodian Agreement, the Paying Agent Agreement and the Administration Agreement, in each case to the extent permitted by applicable law; and; (ih) to adopt the fundamental policies set forth in the Prospectus, to adopt and amend bylawsby-laws, and to take any and all such other actions as necessary or advisable to carry out the purposes of the Trust, subject to the provisions hereof and applicable law, including, without limitation, the Investment Company Act; (i) to arrange for the bonding of officers and employees of the Trust if and as required by Section 17(g) of the Investment Company Act and the rules and regulations thereunder; (j) to prepare, execute and file with the New York Stock Exchange an application for listing thereon of the TrUEPrS; to prepare, execute and file any and all amendments, certificates, documents or letters to such listing as the Trustees deem appropriate; and to enter into other agreements that are necessary to effect such listing; (k) whenever the holder of the ADRs, the ANZ Preference Shares or the Jersey Preference Shares is entitled to vote on any matter, to perform such acts, including without limitation, calling a special meeting of Holders, obtaining Holders' consents and obtaining Holders' instructions, as necessary or required for purposes of Section 7.01; (l) to prepare, execute and file, and make related payments, with the National Association of Securities Dealers, Inc. (the "NASD") in accordance with Rule 2710 of the rules of conduct of the NASD and to prepare, execute and file any and all amendments, certificates, documents, certificates, documents or letters to such listing as the Trustees deem appropriate; (m) to set up a special pricing committee (the "Special Pricing Committee"), which committee shall consist of one of the Trustees and shall have the authority to approve and set the final offering price per TrUEPrS and all other final terms of the offering of the TrUEPrS; and (n) to perform all other acts which are necessary and incidental to carrying out the aforementioned powers.