Common use of Management of the Trust Clause in Contracts

Management of the Trust. Subject to the provisions of this Trust Agreement, the business and affairs of the Trust shall be managed by the Trustees, and they shall have all powers necessary and desirable to carry out that responsibility. Action by the Trustees may be taken by majority vote of the Trustees at a meeting at which a quorum (which shall be a majority of the Trustees then in office) shall be present, or by a consent in writing signed by a majority of the Trustees in office. Without limiting the foregoing, the Trustees may adopt By-Laws not inconsistent with this Trust Agreement providing for the conduct of the business of the Trust and may amend and repeal them to the extent that they do not reserve that right to any Shareholders; they may elect and remove such officers and appoint and terminate such agents as they consider appropriate; they may appoint from their own number and terminate any one or more committees; they may employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities, retain a transfer agent or a Shareholder servicing agent, or both, provide for the distribution of Shares by the Trust, through one or more principal underwriters or otherwise, set, or otherwise provide for the setting of, record dates, and in general delegate such authority to do any or all things which the Trustees may do in the operation of the business of the Trust as they consider desirable to any officers of the Trust and committees of the Trustees and to any agent or employee, custodian or underwriter. Any action relating to the operation of the Trust provided for herein to be taken by the Trustees may be taken by any other person under authority granted by the Trustees whether or not specifically as stated, and unless specifically so stated to the contrary. A specific statement indicating that the Trustees may delegate any authority shall not give rise to any contrary implication with respect to any provision of this Trust Agreement. Without limiting the foregoing, the Trustees in addition to all powers granted by law shall have power and authority: (a) To invest and reinvest cash, and to hold cash uninvested, without in anywise being bound or limited by any present or future law or custom in regard to investments by trustees; (b) To sell, exchange, lend, pledge, mortgage, hypothecate or lease any or all of the assets of the Trust; (c) To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property, and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper; (d) To exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities; (e) To hold any security or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise; (f) To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or concern, any security of which is held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or concern, and to pay calls or subscriptions with respect to any security held in the Trust; (g) To join with other security holders in acting through a committee, depository, voting Trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depository or Trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depository or Trustee as the Trustees shall deem proper; (h) To compromise, arbitrate, or otherwise adjust claims in favor of or against the Trust for any matter in controversy, including, but not limited to, claims for taxes; and (i) To borrow funds. The Trustees shall not be required to obtain any court order to deal with any assets of the Trust or take any other action hereunder.

Management of the Trust. Subject to The Trustees shall have exclusive and absolute control over the provisions of this Trust Agreement, Property and over the business and affairs of the Trust shall to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right, but with such powers of delegation as may be managed permitted by the Trustees, and they this Trust Instrument. The Trustees shall have all powers necessary and desirable power to carry out that responsibility. Action by the Trustees may be taken by majority vote of the Trustees at a meeting at which a quorum (which shall be a majority of the Trustees then in office) shall be present, or by a consent in writing signed by a majority of the Trustees in office. Without limiting the foregoing, the Trustees may adopt By-Laws not inconsistent with this Trust Agreement providing for the conduct of the business of the Trust and may amend carry on its operations in any and repeal them all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, in any and all commonwealths, territories, dependencies, colonies, or possessions of the United States of America, and in any foreign jurisdiction and to the extent that they do not reserve that right to any Shareholders; they may elect all such other things and remove execute all such officers and appoint and terminate such agents instruments as they consider appropriate; they may appoint from their own number and terminate any one deem necessary, proper or more committees; they may employ one or more custodians of desirable in order to promote the assets interests of the Trust and may authorize although such custodians to employ subcustodians and to deposit all things are not herein specifically mentioned. Any construction or any part interpretation of such assets in a system or systems for the central handling of securities, retain a transfer agent or a Shareholder servicing agent, or both, provide for the distribution of Shares this Trust Instrument by the Trust, through one or more principal underwriters or otherwise, set, or otherwise provide for the setting of, record dates, Trustees and in general delegate such authority any action taken pursuant thereto and any determination as to do any or all things which the Trustees may do what is in the operation of the business interests of the Trust as they consider desirable to any officers of and/or the Trust and committees of Shareholders made by the Trustees in good faith shall, in each case, be conclusive and to any agent or employeebinding on all Shareholders and all other Persons for all purposes. In construing the provisions of this Trust Instrument, custodian or underwriter. Any action relating the presumption shall be in favor of a grant of power to the operation Trustees. The enumeration of any specific power in this Trust Instrument shall not be construed as limiting the Trust provided for herein to be taken by aforesaid power. The powers of the Trustees may be taken by exercised without order of or resort to any other person under authority granted by court. Except for the Trustees whether in office on the date hereof or not specifically as stated, and unless specifically so stated appointed to the contrary. A specific statement indicating that the Trustees may delegate any authority shall not give rise fill vacancies pursuant to any contrary implication with respect to any provision Section 3.3 of this Trust Agreement. Without limiting the foregoingArticle III, the Trustees in addition to all powers granted shall be elected by law shall have power and authority: (a) To invest and reinvest cash, and to hold cash uninvested, without in anywise being bound or limited by any present or future law or custom in regard to investments by trustees; (b) To sell, exchange, lend, pledge, mortgage, hypothecate or lease any or all the Shareholders owning of record a plurality of the assets Shares voting at a meeting of Shareholders. Such a meeting shall be held on a date fixed by the Trustees. In the event that less than a majority of the Trust; (c) To vote or give assentTrustees holding office have been elected by Shareholders, or exercise any rights of ownership, with respect to stock or other securities or property, and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper; (d) To exercise powers and rights of subscription or otherwise which then in any manner arise out of ownership of securities; (e) To hold any security or property in office will call a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise; (f) To consent to or participate in any plan Shareholders’ meeting for the reorganization, consolidation or merger election of any corporation or concern, any security of which is held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or concern, and to pay calls or subscriptions with respect to any security held in the Trust; (g) To join with other security holders in acting through a committee, depository, voting Trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depository or Trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depository or Trustee as the Trustees shall deem proper; (h) To compromise, arbitrate, or otherwise adjust claims in favor of or against the Trust for any matter in controversy, including, but not limited to, claims for taxes; and (i) To borrow funds. The Trustees shall not be required to obtain any court order to deal with any assets of the Trust or take any other action hereunderTrustees.

Management of the Trust. Subject to The Trustees shall have exclusive and ------------ ----------------------- absolute control over the provisions of this Trust Agreement, Property and over the business and affairs of the Trust shall to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right, but with such powers of delegation as may be managed permitted by the Trustees, and they this Trust Instrument. The Trustees shall have all powers necessary and desirable power to carry out that responsibility. Action by the Trustees may be taken by majority vote of the Trustees at a meeting at which a quorum (which shall be a majority of the Trustees then in office) shall be present, or by a consent in writing signed by a majority of the Trustees in office. Without limiting the foregoing, the Trustees may adopt By-Laws not inconsistent with this Trust Agreement providing for the conduct of the business of the Trust and may amend carry on its operations in any and repeal them all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, in any and all commonwealths, territories, dependencies, colonies, or possessions of the United States of America, and in any foreign jurisdiction and to the extent that they do not reserve that right to any Shareholders; they may elect all such other things and remove execute all such officers and appoint and terminate such agents instruments as they consider appropriate; they may appoint from their own number and terminate any one deem necessary, proper or more committees; they may employ one or more custodians of desirable in order to promote the assets interests of the Trust and may authorize although such custodians things are not herein specifically mentioned. Any determination as to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities, retain a transfer agent or a Shareholder servicing agent, or both, provide for the distribution of Shares by the Trust, through one or more principal underwriters or otherwise, set, or otherwise provide for the setting of, record dates, and in general delegate such authority to do any or all things which the Trustees may do what is in the operation of the business interests of the Trust as they consider desirable to any officers of the Trust and committees of made by the Trustees and to any agent or employeein good faith shall be conclusive. In construing the provisions of this Trust Instrument, custodian or underwriter. Any action relating the presumption shall be in favor of a grant of power to the operation Trustees. The enumeration of any specific power in this Trust Instrument shall not be construed as limiting the Trust provided for herein to be taken by aforesaid power. The powers of the Trustees may be taken by exercised without order of or resort to any other person under authority granted by court. Except for the Trustees whether named herein or not specifically as stated, and unless specifically so stated appointed to the contrary. A specific statement indicating that the Trustees may delegate any authority shall not give rise fill vacancies pursuant to any contrary implication with respect to any provision Section 3.04 of this Trust Agreement. Without limiting the foregoingArticle III, the Trustees in addition to all powers granted shall be elected by law shall have power and authority: (a) To invest and reinvest cash, and to hold cash uninvested, without in anywise being bound or limited by any present or future law or custom in regard to investments by trustees; (b) To sell, exchange, lend, pledge, mortgage, hypothecate or lease any or all the Shareholders owning of record a plurality of the assets Shares voting at a meeting of Shareholders. Such a meeting shall be held on a date fixed by the Trustees. In the event that less than a majority of the Trust; (c) To vote or give assentTrustees holding office have been elected by Shareholders, or exercise any rights of ownership, with respect to stock or other securities or property, and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper; (d) To exercise powers and rights of subscription or otherwise which then in any manner arise out of ownership of securities; (e) To hold any security or property in office will call a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise; (f) To consent to or participate in any plan Shareholders' meeting for the reorganization, consolidation or merger election of any corporation or concern, any security of which is held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or concern, and to pay calls or subscriptions with respect to any security held in the Trust; (g) To join with other security holders in acting through a committee, depository, voting Trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depository or Trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depository or Trustee as the Trustees shall deem proper; (h) To compromise, arbitrate, or otherwise adjust claims in favor of or against the Trust for any matter in controversy, including, but not limited to, claims for taxes; and (i) To borrow funds. The Trustees shall not be required to obtain any court order to deal with any assets of the Trust or take any other action hereunderTrustees.

Management of the Trust. Subject to The Trustees shall have exclusive and absolute control over the provisions of this Trust Agreement, Property and over the business and affairs of the Trust shall to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right, but with such powers of delegation as may be managed permitted by the Trustees, and they this Trust Instrument. The Trustees shall have all powers necessary and desirable power to carry out that responsibility. Action by the Trustees may be taken by majority vote of the Trustees at a meeting at which a quorum (which shall be a majority of the Trustees then in office) shall be present, or by a consent in writing signed by a majority of the Trustees in office. Without limiting the foregoing, the Trustees may adopt By-Laws not inconsistent with this Trust Agreement providing for the conduct of the business of the Trust and may amend carry on its operations in any and repeal them all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, in any and all commonwealths, territories, dependencies, colonies, or possessions of the United States of America, and in any foreign jurisdiction and to the extent that they do not reserve that right to any Shareholders; they may elect all such other things and remove execute all such officers and appoint and terminate such agents instruments as they consider appropriate; they may appoint from their own number and terminate any one deem necessary, proper or more committees; they may employ one or more custodians of desirable in order to promote the assets interests of the Trust and may authorize although such custodians things are not herein specifically mentioned. Any determination as to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities, retain a transfer agent or a Shareholder servicing agent, or both, provide for the distribution of Shares by the Trust, through one or more principal underwriters or otherwise, set, or otherwise provide for the setting of, record dates, and in general delegate such authority to do any or all things which the Trustees may do what is in the operation of the business interests of the Trust as they consider desirable to any officers of the Trust and committees of made by the Trustees and to any agent or employeein good faith shall be conclusive. In construing the provisions of this Trust Instrument, custodian or underwriter. Any action relating the presumption shall be in favor of a grant of power to the operation Trustees. The enumeration of any specific power in this Trust Instrument shall not be construed as limiting the Trust provided for herein to be taken by aforesaid power. The powers of the Trustees may be taken by exercised without order of or resort to any other person under authority granted by court. Except for the Trustees whether named herein or not specifically as stated, and unless specifically so stated appointed to the contrary. A specific statement indicating that the Trustees may delegate any authority shall not give rise fill vacancies pursuant to any contrary implication with respect to any provision Section 3.04 of this Trust Agreement. Without limiting the foregoingArticle III and except as otherwise provided in Section 3.02 of this Article III, the Trustees in addition to all powers granted shall be elected by law shall have power and authority: (a) To invest and reinvest cash, and to hold cash uninvested, without in anywise being bound or limited by any present or future law or custom in regard to investments by trustees; (b) To sell, exchange, lend, pledge, mortgage, hypothecate or lease any or all the Shareholders owning of record a plurality of the assets Shares voting at a meeting of Shareholders. Any Shareholder meeting held for such purpose shall be held on a date fixed by the Trustees. In the event that less than a majority of the Trust; (c) To vote or give assentTrustees holding office have been elected by Shareholders, or exercise any rights of ownership, with respect to stock or other securities or property, and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper; (d) To exercise powers and rights of subscription or otherwise which then in any manner arise out of ownership of securities; (e) To hold any security or property in office will call a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise; (f) To consent to or participate in any plan Shareholders' meeting for the reorganization, consolidation or merger election of any corporation or concern, any security of which is held Trustees in accordance with the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or concern, and to pay calls or subscriptions with respect to any security held in the Trust; (g) To join with other security holders in acting through a committee, depository, voting Trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depository or Trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion provisions of the expenses and compensation of such committee, depository or Trustee as the Trustees shall deem proper; (h) To compromise, arbitrate, or otherwise adjust claims in favor of or against the Trust for any matter in controversy, including, but not limited to, claims for taxes; and (i) To borrow funds. The Trustees shall not be required to obtain any court order to deal with any assets of the Trust or take any other action hereunder1940 Act.

Management of the Trust. Subject to The Trustees shall have exclusive and absolute control over the provisions of this Trust Agreement, Property and over the business and affairs of the Trust shall to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right, but with such powers of delegation as may be managed permitted by the Trustees, and they this Trust Instrument. The Trustees shall have all powers necessary and desirable power to carry out that responsibility. Action by the Trustees may be taken by majority vote of the Trustees at a meeting at which a quorum (which shall be a majority of the Trustees then in office) shall be present, or by a consent in writing signed by a majority of the Trustees in office. Without limiting the foregoing, the Trustees may adopt By-Laws not inconsistent with this Trust Agreement providing for the conduct of the business of the Trust and may amend carry on its operations in any and repeal them all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, in any and all commonwealths, territories, dependencies, colonies, or possessions of the United States of America, and in any foreign jurisdiction and to the extent that they do not reserve that right to any Shareholders; they may elect all such other things and remove execute all such officers and appoint and terminate such agents instruments as they consider appropriate; they may appoint from their own number and terminate any one deem necessary, proper or more committees; they may employ one or more custodians of desirable in order to promote the assets interests of the Trust and may authorize although such custodians things are not herein specifically mentioned. Any determination as to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities, retain a transfer agent or a Shareholder servicing agent, or both, provide for the distribution of Shares by the Trust, through one or more principal underwriters or otherwise, set, or otherwise provide for the setting of, record dates, and in general delegate such authority to do any or all things which the Trustees may do what is in the operation of the business interests of the Trust as they consider desirable to any officers of the Trust and committees of made by the Trustees and to any agent or employeein good faith shall be conclusive. In construing the provisions of this Trust Instrument, custodian or underwriter. Any action relating the presumption shall be in favor of a grant of power to the operation Trustees. The enumeration of any specific power in this Trust Instrument shall not be construed as limiting the Trust provided for herein to be taken by aforesaid power. The powers of the Trustees may be taken by exercised without order of or resort to any other person under authority granted by court. Except for the Trustees whether named herein or not specifically as stated, and unless specifically so stated appointed to the contrary. A specific statement indicating that the Trustees may delegate any authority shall not give rise fill vacancies pursuant to any contrary implication with respect to any provision Section 3.04 of this Trust Agreement. Without limiting the foregoingArticle III, the Trustees in addition to all powers granted shall be elected by law shall have power and authority: (a) To invest and reinvest cash, and to hold cash uninvested, without in anywise being bound or limited by any present or future law or custom in regard to investments by trustees; (b) To sell, exchange, lend, pledge, mortgage, hypothecate or lease any or all the Shareholders owning of record a plurality of the assets Shares voting at a meeting of Shareholders. Such a meeting shall be held on a date fixed by the Trustees. In the event that less than a majority of the Trust; (c) To vote or give assentTrustees holding office have been elected by Shareholders, or exercise any rights of ownership, with respect to stock or other securities or property, and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper; (d) To exercise powers and rights of subscription or otherwise which then in any manner arise out of ownership of securities; (e) To hold any security or property in office will call a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise; (f) To consent to or participate in any plan Shareholders’ meeting for the reorganization, consolidation or merger election of any corporation or concern, any security of which is held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or concern, and to pay calls or subscriptions with respect to any security held in the Trust; (g) To join with other security holders in acting through a committee, depository, voting Trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depository or Trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depository or Trustee as the Trustees shall deem proper; (h) To compromise, arbitrate, or otherwise adjust claims in favor of or against the Trust for any matter in controversy, including, but not limited to, claims for taxes; and (i) To borrow funds. The Trustees shall not be required to obtain any court order to deal with any assets of the Trust or take any other action hereunderTrustees.

Management of the Trust. Subject The Trustees shall have exclusive and absolute control over the Trust Property and over the business of the Trust to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right, but with such powers of delegation as may be permitted by this Trust Instrument. The Trustees shall have power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, in any and all commonwealths, territories, dependencies, colonies, or possessions of the United States of America, and in any foreign jurisdiction and to do all such other things and execute all such instruments as they deem necessary, proper or desirable in order to promote the interests of the Trust although such things are not herein specifically mentioned. To effectuate such power to conduct the business, (1) each Trustee is vested with the same duties, powers and authority on behalf of the Trust as are customarily vested in each director of a Delaware corporation and (2) each Independent Trustee is vested with the same duties, powers and authority on behalf of the Trust as are customarily vested in each director who is not an “interested person” (as that term is defined in the 0000 Xxx) of a closed-end, management investment company registered under the 1940 Act that is organized as a Delaware corporation, with the exercise of such duties, powers and authority on behalf of the Trust to be interpreted consistent with judicial principles applicable to directors of a Delaware corporation, to the extent not inconsistent with the provisions herein. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Trust AgreementInstrument, the business and affairs of the Trust presumption shall be managed by in favor of a grant of power to the Trustees, and they . The enumeration of any specific power in this Trust Instrument shall have all not be construed as limiting the aforesaid power. The powers necessary and desirable to carry out that responsibility. Action by of the Trustees may be taken exercised without order of or resort to any court. Except for the Trustees named herein, or Trustees appointed to fill vacancies pursuant to Section 3.3 hereof, the Trustees shall be elected by majority vote the Shareholders owning of record a plurality of the Trustees Shares voting at a meeting at which of Shareholders. Prior to a quorum (which public offering of Shares there may be a sole Trustee. Thereafter, the number of Trustees shall be determined by a written instrument signed by a majority of the Trustees then in office) , provided that the number of Trustees shall be present, no less than 3 or by a consent more than 14. No reduction in writing signed by a majority the number of Trustees shall have the Trustees in office. Without limiting the foregoing, the Trustees may adopt By-Laws not inconsistent with this Trust Agreement providing for the conduct effect of the business of the Trust and may amend and repeal them removing any Trustee from office prior to the extent that they do not reserve that right expiration of his term unless the Trustee is specifically removed pursuant to any Shareholders; they may elect Section 3.2(b) and remove such officers and appoint and terminate such agents as they consider appropriate; they may appoint from their own number and terminate any one or more committees; they may employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities, retain a transfer agent or a Shareholder servicing agent, or both, provide for the distribution of Shares by the Trust, through one or more principal underwriters or otherwise, set, or otherwise provide for the setting of, record dates, and in general delegate such authority to do any or all things which the Trustees may do in the operation of the business of the Trust as they consider desirable to any officers of the Trust and committees of the Trustees and to any agent or employee, custodian or underwriter. Any action relating to the operation of the Trust provided for herein to be taken by the Trustees may be taken by any other person under authority granted by the Trustees whether or not specifically as stated, and unless specifically so stated to the contrary. A specific statement indicating that the Trustees may delegate any authority shall not give rise to any contrary implication with respect to any provision of this Trust Agreement. Without limiting the foregoing, the Trustees in addition to all powers granted by law shall have power and authority: (a) To invest and reinvest cash, and to hold cash uninvested, without in anywise being bound or limited by any present or future law or custom in regard to investments by trustees; (b) To sell, exchange, lend, pledge, mortgage, hypothecate or lease any or all of the assets of the Trust; (c) To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property, and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper; (d) To exercise powers hereof at the time of decrease. An individual nominated as a Trustee shall be at least 21 years of age at the time of nomination and rights of subscription or otherwise which not under legal disability. Trustees need not own Shares and may succeed themselves in any manner arise out of ownership of securities; (e) To hold any security or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise; (f) To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or concern, any security of which is held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or concern, and to pay calls or subscriptions with respect to any security held in the Trust; (g) To join with other security holders in acting through a committee, depository, voting Trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depository or Trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depository or Trustee as the Trustees shall deem proper; (h) To compromise, arbitrate, or otherwise adjust claims in favor of or against the Trust for any matter in controversy, including, but not limited to, claims for taxes; and (i) To borrow funds. The Trustees shall not be required to obtain any court order to deal with any assets of the Trust or take any other action hereunderoffice.

Management of the Trust. Subject to The Trustees shall have exclusive and absolute control over the provisions of this Trust Agreement, Property and over the business and affairs of the Trust shall to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right, but with such powers of delegation as may be managed permitted by the Trustees, and they this Trust Instrument. The Trustees shall have all powers necessary and desirable power to carry out that responsibility. Action by the Trustees may be taken by majority vote of the Trustees at a meeting at which a quorum (which shall be a majority of the Trustees then in office) shall be present, or by a consent in writing signed by a majority of the Trustees in office. Without limiting the foregoing, the Trustees may adopt By-Laws not inconsistent with this Trust Agreement providing for the conduct of the business of the Trust and may amend carry on its operations in any and repeal them all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, in any and all commonwealths, territories, dependencies, colonies, or possessions of the United States of America, and in any foreign jurisdiction and to the extent that they do not reserve that right to any Shareholders; they may elect all such other things and remove execute all such officers and appoint and terminate such agents instruments as they consider appropriate; they may appoint from their own number and terminate any one deem necessary, proper or more committees; they may employ one or more custodians of desirable in order to promote the assets interests of the Trust and may authorize although such custodians to employ subcustodians and to deposit all things are not herein specifically mentioned. Any construction or any part interpretation of such assets in a system or systems for the central handling of securities, retain a transfer agent or a Shareholder servicing agent, or both, provide for the distribution of Shares this Trust Instrument by the Trust, through one or more principal underwriters or otherwise, set, or otherwise provide for the setting of, record dates, Trustees and in general delegate such authority any action taken pursuant thereto and any determination as to do any or all things which the Trustees may do what is in the operation of the business interests of the Trust as they consider desirable to any officers of and/or the Trust and committees of Shareholders made by the Trustees in good faith shall, in each case, be conclusive and to any agent or employeebinding on all Shareholders and all other Persons for all purposes. In construing the provisions of this Trust Instrument, custodian or underwriter. Any action relating the presumption shall be in favor of a grant of power to the operation Trustees. The enumeration of any specific power in this Trust Instrument shall not be construed as limiting the Trust provided for herein to be taken by aforesaid power. The powers of the Trustees may be taken by exercised without order of or resort to any other person under authority granted by court. Except for the Trustees whether or not specifically as statednamed herein, and unless specifically so stated appointed pursuant to the contrary. A specific statement indicating that the Trustees may delegate any authority shall not give rise to any contrary implication with respect to any provision Section 3.2 of this Trust Agreement. Without limiting the foregoingArticle III, or appointed to fill vacancies pursuant to Section 3.4 of this Article III, the Trustees in addition to all powers granted shall be elected by law shall have power and authority: (a) To invest and reinvest cash, and to hold cash uninvested, without in anywise being bound or limited by any present or future law or custom in regard to investments by trustees; (b) To sell, exchange, lend, pledge, mortgage, hypothecate or lease any or all the Shareholders owning of record a plurality of the assets Shares voting at a meeting of Shareholders. Such a meeting shall be held on a date fixed by the Trustees. In the event that less than a majority of the Trust; (c) To vote or give assentTrustees holding office have been elected by Shareholders, or exercise any rights of ownership, with respect to stock or other securities or property, and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper; (d) To exercise powers and rights of subscription or otherwise which then in any manner arise out of ownership of securities; (e) To hold any security or property in office will call a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise; (f) To consent to or participate in any plan Shareholders’ meeting for the reorganization, consolidation or merger election of any corporation or concern, any security of which is held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or concern, and to pay calls or subscriptions with respect to any security held in the Trust; (g) To join with other security holders in acting through a committee, depository, voting Trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depository or Trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depository or Trustee as the Trustees shall deem proper; (h) To compromise, arbitrate, or otherwise adjust claims in favor of or against the Trust for any matter in controversy, including, but not limited to, claims for taxes; and (i) To borrow funds. The Trustees shall not be required to obtain any court order to deal with any assets of the Trust or take any other action hereunderTrustees.

Management of the Trust. Subject The Trustees shall have exclusive and absolute control over the Trust Property and over the business of the Trust to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right, but with such powers of delegation as may be permitted by this Trust Instrument. The Trustees shall have power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, in any and all commonwealths, territories, dependencies, colonies, or possessions of the United States of America, and in any foreign jurisdiction and to do all such other things and execute all such instruments as they deem necessary, proper or desirable in order to promote the interests of the Trust although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Trust AgreementInstrument, the business and affairs presumption shall be in favor of a grant of power to the Trustees. The enumeration of any specific power in this Trust Instrument shall not be construed as limiting the aforesaid power. The powers of the Trustees may be exercised without order of or resort to any court. Except for the Trustees named herein, or Trustees appointed to fill vacancies pursuant to Section 3.3 hereof, the Trustees shall be elected by the Shareholders owning of record a plurality of the Shares voting at a meeting of Shareholders. Prior to a public offering of Shares there may be a sole Trustee. The initial Trustee of the Trust shall be managed by [_________________]. Thereafter, the Trustees, and they shall have all powers necessary and desirable to carry out that responsibility. Action by the number of Trustees may be taken by majority vote of the Trustees at a meeting at which a quorum (which shall be determined by a written instrument signed by a majority of the Trustees then in office) , provided that the number of Trustees shall be present, no less than 3 or by a consent more than [14]. No reduction in writing signed by a majority the number of Trustees shall have the Trustees in office. Without limiting the foregoing, the Trustees may adopt By-Laws not inconsistent with this Trust Agreement providing for the conduct effect of the business of the Trust and may amend and repeal them removing any Trustee from office prior to the extent that they do not reserve that right expiration of his term unless the Trustee is specifically removed pursuant to any Shareholders; they may elect Section 3.2(b) and remove such officers and appoint and terminate such agents as they consider appropriate; they may appoint from their own number and terminate any one or more committees; they may employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities, retain a transfer agent or a Shareholder servicing agent, or both, provide for the distribution of Shares by the Trust, through one or more principal underwriters or otherwise, set, or otherwise provide for the setting of, record dates, and in general delegate such authority to do any or all things which the Trustees may do in the operation of the business of the Trust as they consider desirable to any officers of the Trust and committees of the Trustees and to any agent or employee, custodian or underwriter. Any action relating to the operation of the Trust provided for herein to be taken by the Trustees may be taken by any other person under authority granted by the Trustees whether or not specifically as stated, and unless specifically so stated to the contrary. A specific statement indicating that the Trustees may delegate any authority shall not give rise to any contrary implication with respect to any provision of this Trust Agreement. Without limiting the foregoing, the Trustees in addition to all powers granted by law shall have power and authority: (a) To invest and reinvest cash, and to hold cash uninvested, without in anywise being bound or limited by any present or future law or custom in regard to investments by trustees; (b) To sell, exchange, lend, pledge, mortgage, hypothecate or lease any or all of the assets of the Trust; (c) To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property, and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper; (d) To exercise powers hereof at the time of decrease. An individual nominated as a Trustee shall be at least 21 years of age at the time of nomination and rights of subscription or otherwise which not under legal disability. Trustees need not own Shares and may succeed themselves in any manner arise out of ownership of securities; (e) To hold any security or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise; (f) To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or concern, any security of which is held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or concern, and to pay calls or subscriptions with respect to any security held in the Trust; (g) To join with other security holders in acting through a committee, depository, voting Trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depository or Trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depository or Trustee as the Trustees shall deem proper; (h) To compromise, arbitrate, or otherwise adjust claims in favor of or against the Trust for any matter in controversy, including, but not limited to, claims for taxes; and (i) To borrow funds. The Trustees shall not be required to obtain any court order to deal with any assets of the Trust or take any other action hereunderoffice.

Management of the Trust. Subject to The Trustees shall have exclusive and absolute control over the provisions of this Trust Agreement, Property and over the business and affairs of the Trust shall to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right, but with such powers of delegation as may be managed permitted by the Trustees, and they this Trust Instrument. The Trustees shall have all powers necessary and desirable power to carry out that responsibility. Action by the Trustees may be taken by majority vote of the Trustees at a meeting at which a quorum (which shall be a majority of the Trustees then in office) shall be present, or by a consent in writing signed by a majority of the Trustees in office. Without limiting the foregoing, the Trustees may adopt By-Laws not inconsistent with this Trust Agreement providing for the conduct of the business of the Trust and may amend carry on its operations in any and repeal them all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, in any and all commonwealths, territories, dependencies, colonies, or possessions of the United States of America, and in any foreign jurisdiction and to the extent that they do not reserve that right to any Shareholders; they may elect all such other things and remove execute all such officers and appoint and terminate such agents instruments as they consider appropriate; they may appoint from their own number and terminate any one deem necessary, proper or more committees; they may employ one or more custodians of desirable in order to promote the assets interests of the Trust and may authorize although such custodians things are not herein specifically mentioned. Any determination as to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities, retain a transfer agent or a Shareholder servicing agent, or both, provide for the distribution of Shares by the Trust, through one or more principal underwriters or otherwise, set, or otherwise provide for the setting of, record dates, and in general delegate such authority to do any or all things which the Trustees may do what is in the operation of the business interests of the Trust as they consider desirable to any officers of the Trust and committees of made by the Trustees and to any agent or employeein good faith shall be conclusive. In construing the provisions of this Trust Instrument, custodian or underwriter. Any action relating the presumption shall be in favor of a grant of power to the operation Trustees. The enumeration of any specific power in this Trust Instrument shall not be construed as limiting the Trust provided for herein to be taken by aforesaid power. The powers of the Trustees may be taken by exercised without order of or resort to any other person under authority granted by court. Except for the Trustees whether named herein or not specifically as stated, and unless specifically so stated appointed to the contrary. A specific statement indicating that the Trustees may delegate any authority shall not give rise fill vacancies pursuant to any contrary implication with respect to any provision Section 3.4 of this Trust Agreement. Without limiting the foregoingArticle III, the Trustees in addition to all powers granted shall be elected by law shall have power and authority: (a) To invest and reinvest cash, and to hold cash uninvested, without in anywise being bound or limited by any present or future law or custom in regard to investments by trustees; (b) To sell, exchange, lend, pledge, mortgage, hypothecate or lease any or all the Shareholders owning of record a plurality of the assets Shares voting at a meeting of Shareholders. Any Shareholder meeting held for such purpose shall be held on a date fixed by the Trustees. In the event that less than a majority of the Trust; (c) To vote or give assentTrustees holding office have been elected by Shareholders, or exercise any rights of ownership, with respect to stock or other securities or property, and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper; (d) To exercise powers and rights of subscription or otherwise which then in any manner arise out of ownership of securities; (e) To hold any security or property in office will call a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise; (f) To consent to or participate in any plan Shareholders' meeting for the reorganization, consolidation or merger election of any corporation or concern, any security of which is held Trustees in accordance with the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or concern, and to pay calls or subscriptions with respect to any security held in the Trust; (g) To join with other security holders in acting through a committee, depository, voting Trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depository or Trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion provisions of the expenses and compensation of such committee, depository or Trustee as the Trustees shall deem proper; (h) To compromise, arbitrate, or otherwise adjust claims in favor of or against the Trust for any matter in controversy, including, but not limited to, claims for taxes; and (i) To borrow funds. The Trustees shall not be required to obtain any court order to deal with any assets of the Trust or take any other action hereunder1940 Act.

Management of the Trust. Subject The Trustees shall have exclusive and absolute control over the Trust Property and over the business of the Trust to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right, but with such powers of delegation as may be permitted by this Trust Instrument. The Trustees shall have power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, in any and all commonwealths, territories, dependencies, colonies, or possessions of the United States of America, and in any foreign jurisdiction and to do all such other things and execute all such instruments as they deem necessary, proper or desirable in order to promote the interests of the Trust although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Trust AgreementInstrument, the business and affairs presumption shall be in favor of a grant of power to the Trustees. The enumeration of any specific power in this Trust Instrument shall not be construed as limiting the aforesaid power. The powers of the Trustees may be exercised without order of or resort to any court. Except for the Trustees named herein, or Trustees appointed to fill vacancies pursuant to Section 3.3 hereof, the Trustees shall be elected by the Shareholders owning of record a plurality of the Shares voting at a meeting of Shareholders. Prior to a public offering of Shares there may be a sole Trustee. The initial Trustee of the Trust shall be managed by Lxxxx Xxxxxxx. Thereafter, the Trustees, and they shall have all powers necessary and desirable to carry out that responsibility. Action by the number of Trustees may be taken by majority vote of the Trustees at a meeting at which a quorum (which shall be determined by a written instrument signed by a majority of the Trustees then in office) , provided that the number of Trustees shall be present, no less than 3 or by a consent more than 14. No reduction in writing signed by a majority the number of Trustees shall have the Trustees in office. Without limiting the foregoing, the Trustees may adopt By-Laws not inconsistent with this Trust Agreement providing for the conduct effect of the business of the Trust and may amend and repeal them removing any Trustee from office prior to the extent that they do not reserve that right expiration of his term unless the Trustee is specifically removed pursuant to any Shareholders; they may elect Section 3.2(b) and remove such officers and appoint and terminate such agents as they consider appropriate; they may appoint from their own number and terminate any one or more committees; they may employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities, retain a transfer agent or a Shareholder servicing agent, or both, provide for the distribution of Shares by the Trust, through one or more principal underwriters or otherwise, set, or otherwise provide for the setting of, record dates, and in general delegate such authority to do any or all things which the Trustees may do in the operation of the business of the Trust as they consider desirable to any officers of the Trust and committees of the Trustees and to any agent or employee, custodian or underwriter. Any action relating to the operation of the Trust provided for herein to be taken by the Trustees may be taken by any other person under authority granted by the Trustees whether or not specifically as stated, and unless specifically so stated to the contrary. A specific statement indicating that the Trustees may delegate any authority shall not give rise to any contrary implication with respect to any provision of this Trust Agreement. Without limiting the foregoing, the Trustees in addition to all powers granted by law shall have power and authority: (a) To invest and reinvest cash, and to hold cash uninvested, without in anywise being bound or limited by any present or future law or custom in regard to investments by trustees; (b) To sell, exchange, lend, pledge, mortgage, hypothecate or lease any or all of the assets of the Trust; (c) To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property, and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper; (d) To exercise powers hereof at the time of decrease. An individual nominated as a Trustee shall be at least 21 years of age at the time of nomination and rights of subscription or otherwise which not under legal disability. Trustees need not own Shares and may succeed themselves in any manner arise out of ownership of securities; (e) To hold any security or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise; (f) To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or concern, any security of which is held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or concern, and to pay calls or subscriptions with respect to any security held in the Trust; (g) To join with other security holders in acting through a committee, depository, voting Trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depository or Trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depository or Trustee as the Trustees shall deem proper; (h) To compromise, arbitrate, or otherwise adjust claims in favor of or against the Trust for any matter in controversy, including, but not limited to, claims for taxes; and (i) To borrow funds. The Trustees shall not be required to obtain any court order to deal with any assets of the Trust or take any other action hereunderoffice.

Management of the Trust. Subject The Trustees shall have exclusive and absolute control over the Trust Property and over the business of the Trust to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right, but with such powers of delegation as may be permitted by this Trust Instrument. The Trustees shall have power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, in any and all commonwealths, territories, dependencies, colonies, or possessions of the United States of America, and in any foreign jurisdiction and to do all such other things and execute all such instruments as they deem necessary, proper or desirable in order to promote the interests of the Trust although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Trust AgreementInstrument, the business and affairs of the Trust presumption shall be managed by in favor of a grant of power to the Trustees, and they . The enumeration of any specific power in this Trust Instrument shall have all not be construed as limiting the aforesaid power. The powers necessary and desirable to carry out that responsibility. Action by of the Trustees may be taken exercised without order of or resort to any court. Except for the Trustees appointed to fill vacancies pursuant to Section 3.3 hereof, the Trustees shall be elected by majority vote the Shareholders owning of record a plurality of the Trustees Shares voting at a meeting at which a quorum (which of Shareholders. The number of Trustees shall be the Trustees in office on the date hereof until changed by the Trustees. Thereafter, the number of Trustees shall be determined by a written instrument signed by a majority of the Trustees then in office) , provided that the number of Trustees shall be present, no less than 3 or by a consent more than 14. No reduction in writing signed by a majority the number of Trustees shall have the Trustees in office. Without limiting the foregoing, the Trustees may adopt By-Laws not inconsistent with this Trust Agreement providing for the conduct effect of the business of the Trust and may amend and repeal them removing any Trustee from office prior to the extent that they do not reserve that right expiration of his term unless the Trustee is specifically removed pursuant to any Shareholders; they may elect Section 3.2(b) and remove such officers and appoint and terminate such agents as they consider appropriate; they may appoint from their own number and terminate any one or more committees; they may employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities, retain a transfer agent or a Shareholder servicing agent, or both, provide for the distribution of Shares by the Trust, through one or more principal underwriters or otherwise, set, or otherwise provide for the setting of, record dates, and in general delegate such authority to do any or all things which the Trustees may do in the operation of the business of the Trust as they consider desirable to any officers of the Trust and committees of the Trustees and to any agent or employee, custodian or underwriter. Any action relating to the operation of the Trust provided for herein to be taken by the Trustees may be taken by any other person under authority granted by the Trustees whether or not specifically as stated, and unless specifically so stated to the contrary. A specific statement indicating that the Trustees may delegate any authority shall not give rise to any contrary implication with respect to any provision of this Trust Agreement. Without limiting the foregoing, the Trustees in addition to all powers granted by law shall have power and authority: (a) To invest and reinvest cash, and to hold cash uninvested, without in anywise being bound or limited by any present or future law or custom in regard to investments by trustees; (b) To sell, exchange, lend, pledge, mortgage, hypothecate or lease any or all of the assets of the Trust; (c) To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property, and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper; (d) To exercise powers hereof at the time of decrease. An individual nominated as a Trustee shall be at least 21 years of age at the time of nomination and rights of subscription or otherwise which not under legal disability. Trustees need not own Shares and may succeed themselves in any manner arise out of ownership of securities; (e) To hold any security or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise; (f) To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or concern, any security of which is held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or concern, and to pay calls or subscriptions with respect to any security held in the Trust; (g) To join with other security holders in acting through a committee, depository, voting Trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depository or Trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depository or Trustee as the Trustees shall deem proper; (h) To compromise, arbitrate, or otherwise adjust claims in favor of or against the Trust for any matter in controversy, including, but not limited to, claims for taxes; and (i) To borrow funds. The Trustees shall not be required to obtain any court order to deal with any assets of the Trust or take any other action hereunderoffice.

Management of the Trust. (a) Subject to the succeeding provisions of this Trust Agreement, section and subject to the business direction and affairs control of the Trust shall be managed by the Trustees, and they shall have all powers necessary and desirable to carry out that responsibility. Action by the Board of Trustees may be taken by majority vote of the Trustees at a meeting at which a quorum (which shall be a majority of the Trustees then in office) shall be present, or by a consent in writing signed by a majority of the Trustees in office. Without limiting the foregoing, the Trustees may adopt By-Laws not inconsistent with this Trust Agreement providing for the conduct of the business of the Trust and may amend and repeal them to the extent that they do not reserve that right to any Shareholders; they may elect and remove such officers and appoint and terminate such agents as they consider appropriate; they may appoint from their own number and terminate any one or more committees; they may employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities, retain a transfer agent or a Shareholder servicing agent, or both, provide for the distribution of Shares by the Trust, through one the Advisor shall decide what securities shall be purchased or more principal underwriters or otherwisesold by the Fund and when, set, or otherwise provide and shall arrange for the setting of, record datespurchase and the sale of securities held in the portfolios of the Fund by placing purchase and sale orders for the Fund. (b) Any investment purchases or sales made by the Advisor shall at all times conform to, and be in general delegate such authority to do accordance with, any or all things which requirements imposed by: (i) the Trustees may do in the operation provisions of the business Investment Company Act of 1940 (the "Act") and of any rules or regulations in force thereunder; (ii) any other applicable provisions of law; (iii) the provisions of the Agreement and Declaration of Trust and ByLaws of the Trust as they consider desirable amended from time to time; (iv) any officers policies and determinations of the Trust and committees Board of the Trustees and to any agent or employee, custodian or underwriter. Any action relating to the operation of the Trust provided for herein to be taken by the Trustees may be taken by any other person under authority granted by the Trustees whether or not specifically as stated, and unless specifically so stated to the contrary. A specific statement indicating that the Trustees may delegate any authority shall not give rise to any contrary implication with respect to any provision of this Trust Agreement. Without limiting the foregoing, the Trustees in addition to all powers granted by law shall have power and authority: (a) To invest and reinvest cash, and to hold cash uninvested, without in anywise being bound or limited by any present or future law or custom in regard to investments by trustees; (b) To sell, exchange, lend, pledge, mortgage, hypothecate or lease any or all of the assets of the Trust;; and (v) the fundamental policies of the Fund, as reflected in its registration statement under the Act, or as amended by the shareholders of the Fund. (c) To vote The Advisor shall give the Trust the benefit of its best judgment and effort in rendering services hereunder. In the absence of willful misfeasance, bad faith, gross negligence or give assentreckless disregard of obligations or duties hereunder ("disabling conduct") on the part of the Advisor (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Advisor), the Advisor shall not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the course of, or exercise connected with, rendering services hereunder, including, without limitation, any rights error of ownershipjudgment or mistake of law, or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to stock or the receipt of compensation for services. Except for such disabling conduct, the Trust shall indemnify the Advisor (and its officers, directors, agents, employees, controlling persons, shareholders and any other securities or property, and to execute and deliver proxies or powers of attorney to such person or persons as entity affiliated with the Trustees shall deem proper, granting Advisor) from any liability arising from the Advisor's conduct under this Agreement to such person or persons such power the extent permitted by the Agreement and discretion with relation to securities or property as the Trustees shall deem proper;Declaration of Trust and applicable law. (d) To exercise powers Nothing in this Agreement shall prevent the Advisor or any affiliated person (as defined in the Act) of the Advisor from acting as investment adviser, manager and/or principal underwriter for any other person, firm or corporation and rights of subscription or otherwise which shall not in any manner arise out way limit or restrict the Advisor or any such affiliated person from buying, selling or trading any securities for its or their own accounts or the accounts of ownership others for whom it or they may be acting; provided, however, that the Advisor expressly represents that it will undertake no activities which, in its judgment, will adversely affect the performance of securities;its obligations to the Trust under this Agreement. (e) To hold any security The Advisor shall have no responsibility or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise; (f) To consent to or participate in any plan liability for the reorganization, consolidation accuracy or merger completeness of any corporation or concern, any security of which is held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property 's Registration Statement under the Act except for information supplied by such corporation or concern, and to pay calls or subscriptions with respect to any security held in the Trust; (g) To join with other security holders in acting through a committee, depository, voting Trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depository or Trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depository or Trustee as the Trustees shall deem proper; (h) To compromise, arbitrate, or otherwise adjust claims in favor of or against the Trust Advisor for any matter in controversy, including, but not limited to, claims for taxes; and (i) To borrow funds. The Trustees shall not be required to obtain any court order to deal with any assets of the Trust or take any other action hereunderinclusion therein.

Management of the Trust. Subject The Trustees shall have exclusive and absolute control over the Trust Property and over the business of the Trust to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right, but with such powers of delegation as may be permitted by this Trust Instrument. The Trustees shall have power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, in any and all commonwealths, territories, dependencies, colonies, or possessions of the United States of America, and in any foreign jurisdiction and to do all such other things and execute all such instruments as they deem necessary, proper or desirable in order to promote the interests of the Trust although such things are not herein specifically mentioned. To effectuate such power to conduct the business, (1) each Trustee is vested with the same duties, powers and authority on behalf of the Trust as are customarily vested in each director of a Delaware corporation and (2) each Independent Trustee is vested with the same duties, powers and authority on behalf of the Trust as are customarily vested in each director who is not an “interested person” (as that term is defined in the 1000 Xxx) of a closed-end, management investment company registered under the 1940 Act that is organized as a Delaware corporation, with the exercise of such duties, powers and authority on behalf of the Trust to be interpreted consistent with judicial principles applicable to directors of a Delaware corporation, to the extent not inconsistent with the provisions herein. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Trust AgreementInstrument, the business and affairs of the Trust presumption shall be managed by in favor of a grant of power to the Trustees, and they . The enumeration of any specific power in this Trust Instrument shall have all not be construed as limiting the aforesaid power. The powers necessary and desirable to carry out that responsibility. Action by of the Trustees may be taken exercised without order of or resort to any court. Except for the Trustees named herein, or Trustees appointed to fill vacancies pursuant to Section 3.3 hereof, the Trustees shall be elected by majority vote the Shareholders owning of record a plurality of the Trustees Shares voting at a meeting at which of Shareholders. Prior to a quorum (which public offering of Shares there may be a sole Trustee. Thereafter, the number of Trustees shall be determined by a written instrument signed by a majority of the Trustees then in office) , provided that the number of Trustees shall be present, no less than 3 or by a consent more than 14. No reduction in writing signed by a majority the number of Trustees shall have the Trustees in office. Without limiting the foregoing, the Trustees may adopt By-Laws not inconsistent with this Trust Agreement providing for the conduct effect of the business of the Trust and may amend and repeal them removing any Trustee from office prior to the extent that they do not reserve that right expiration of his term unless the Trustee is specifically removed pursuant to any Shareholders; they may elect Section 3.2(b) and remove such officers and appoint and terminate such agents as they consider appropriate; they may appoint from their own number and terminate any one or more committees; they may employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities, retain a transfer agent or a Shareholder servicing agent, or both, provide for the distribution of Shares by the Trust, through one or more principal underwriters or otherwise, set, or otherwise provide for the setting of, record dates, and in general delegate such authority to do any or all things which the Trustees may do in the operation of the business of the Trust as they consider desirable to any officers of the Trust and committees of the Trustees and to any agent or employee, custodian or underwriter. Any action relating to the operation of the Trust provided for herein to be taken by the Trustees may be taken by any other person under authority granted by the Trustees whether or not specifically as stated, and unless specifically so stated to the contrary. A specific statement indicating that the Trustees may delegate any authority shall not give rise to any contrary implication with respect to any provision of this Trust Agreement. Without limiting the foregoing, the Trustees in addition to all powers granted by law shall have power and authority: (a) To invest and reinvest cash, and to hold cash uninvested, without in anywise being bound or limited by any present or future law or custom in regard to investments by trustees; (b) To sell, exchange, lend, pledge, mortgage, hypothecate or lease any or all of the assets of the Trust; (c) To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property, and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper; (d) To exercise powers hereof at the time of decrease. An individual nominated as a Trustee shall be at least 21 years of age at the time of nomination and rights of subscription or otherwise which not under legal disability. Trustees need not own Shares and may succeed themselves in any manner arise out of ownership of securities; (e) To hold any security or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise; (f) To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or concern, any security of which is held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or concern, and to pay calls or subscriptions with respect to any security held in the Trust; (g) To join with other security holders in acting through a committee, depository, voting Trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depository or Trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depository or Trustee as the Trustees shall deem proper; (h) To compromise, arbitrate, or otherwise adjust claims in favor of or against the Trust for any matter in controversy, including, but not limited to, claims for taxes; and (i) To borrow funds. The Trustees shall not be required to obtain any court order to deal with any assets of the Trust or take any other action hereunderoffice.

Management of the Trust. Subject to the provisions of this Trust Agreement, the business and affairs of the Trust shall be managed by the Trustees, and they shall have all powers necessary and desirable to carry out that responsibility. Action by the Trustees may be taken by majority vote of the Trustees at a meeting at which a quorum (which shall be a majority of the Trustees then in office) shall be present, or by a consent in writing signed by a majority of the Trustees in office. Without limiting the foregoing, the Trustees may adopt By-Laws not inconsistent with this Trust Agreement providing for the conduct of the business of the Trust and may amend and repeal them to the extent and that they do not reserve that right to any Shareholders; they may elect and remove such officers and appoint and terminate such agents as they consider appropriate; they may appoint from their own number and terminate any one or more committees; they may employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities, retain a transfer agent or a Shareholder servicing agent, or both, provide for the distribution of Shares shares by the Trust, through one or more principal underwriters or otherwise, set, or otherwise provide for the setting of, record dates, and in general delegate such authority to do any or all things which the Trustees may do in the operation of the business of the Trust as they consider desirable to any officers of the Trust and committees of the Trustees and to any agent or employee, custodian or underwriter. Any action relating to the operation of the Trust provided for herein to be taken by the Trustees may be taken by any other person under authority granted by the Trustees whether or not specifically as stated, and unless specifically so stated to the contrary. A specific statement indicating that the Trustees may delegate any authority shall not give rise to any contrary implication with respect to any provision of this Trust Agreement. Without limiting the foregoing, the Trustees in addition to all powers granted by law shall have power and authority: (a) To invest and reinvest cash, and to hold cash uninvested, without in anywise being bound or limited by any present or future law or custom in regard to investments by trustees; (b) To sell, exchange, lend, pledge, mortgage, hypothecate or lease any or all of the assets of the Trust; (c) To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property, and to execute and deliver delivery proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper; (d) To exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities; (e) To hold any security or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a aa custodian or subcustodian or a nominee or nominees or otherwise; (f) To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or concern, any security of which is held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or concern, and to pay calls or subscriptions with respect to any security held in the Trust; (g) To join with other security holders in acting through a committee, depository, voting Trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depository or Trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depository or Trustee as the Trustees shall deem proper; (h) To compromise, arbitrate, or otherwise adjust claims in favor of or against the Trust for any matter in controversy, including, but not limited to, claims for taxes; and (i) To borrow funds. The Trustees shall not be required to obtain any court order to deal with any assets of the Trust or take any other action hereunder.