Common use of Miscellaneous Powers Clause in Contracts

Miscellaneous Powers. The Trustees shall have full power and authority to: (a) distribute to Shareholders all or any part of the earnings or profits, surplus (including paid-in surplus), capital (including paid-in capital) or assets of the Trust or of any Class or Series, the amount of such distributions and the manner of payment thereof to be solely at the discretion of the Trustees; (b) employ, engage or contract with such Persons as the Trustees may deem desirable for the transaction of the business or operations of the Trust or any Class or Series thereof; (c) enter into or cause the Trust or any Class or Series thereof to enter into joint ventures, partnerships (whether as general partner, limited partner or otherwise) and any other combinations or associations; (d) purchase and pay for entirely out of Trust property such insurance as they may deem necessary or appropriate for the conduct of the business, including, without limitation, insurance policies insuring the assets of the Trust and payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers or managers, principal underwriters, or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such person as Shareholder, Trustee, officer, employee, agent, investment adviser or manager, principal underwriter, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person against such liability; (e) establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust; (f) indemnify or reimburse any Person with whom the Trust or any Class or Series thereof has dealings, including without limitation the Investment Adviser, Administrator, Principal Underwriter, Transfer Agent, financial service firms and other agents, to such extent as the Trustees shall determine; (g) guarantee the indebtedness or contractual obligations of other Persons; (h) determine and change the fiscal year of the Trust and the methods by which its books, accounts and records shall be kept; and (i) adopt a seal for the Trust, but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust.

Miscellaneous Powers. The Trustees shall have full the power and authority to: (a) distribute to Shareholders all or any part of the earnings or profits, surplus (including paid-in surplus), capital (including paid-in capital) or assets of the Trust or of any Class or Series, the amount of such distributions and the manner of payment thereof to be solely at the discretion of the Trustees; (b) employ, engage employ or contract with such Persons as the Trustees may deem desirable for the transaction of the business or operations of the Trust or any Class or Series thereofTrust; (cb) enter into or cause the Trust or any Class or Series thereof to enter into joint ventures, partnerships (whether as general partner, limited partner or otherwise) and any other combinations or associations; (dc) purchase purchase, and pay for entirely out of Trust property such insurance as they may deem necessary or appropriate for the conduct of the businessProperty, including, without limitation, insurance policies insuring the assets of the Trust and payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers or managersadvisors, principal underwritersdistributors, selected dealers or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held holding any such office or position, position or by reason of any action alleged to have been taken or omitted by any such person as ShareholderPerson in such capacity, Trustee, officer, employee, agent, investment adviser whether or manager, principal underwriternot constituting negligence, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person Person against such liability; (ed) establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust; (e) make donations, irrespective of benefit to the Trust, for charitable, religious, educational, scientific, civic or similar purposes; (f) to the extent permitted by law, indemnify or reimburse any Person with whom the Trust or any Class or Series thereof has dealings, including without limitation any advisor, administrator, manager, transfer agent, custodian, distributor or selected dealer, or any other person as the Investment Adviser, Administrator, Principal Underwriter, Transfer Agent, financial service firms and other agents, Trustees may see fit to such extent as the Trustees shall determine; (g) guarantee the indebtedness or contractual obligations of other Personsothers; (h) determine and change the fiscal year of the Trust and the methods by method in which its books, accounts and records shall be kept; (i) notwithstanding the Fundamental Policies of the Trust, convert the Trust to a master-feeder structure; provided, however, the Trust obtains the approval of shareholders holding at least a majority of the Trust's Shares present at a meeting of Shareholders at which a quorum is present and (ij) adopt a seal for the Trust, Trust but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust.

Miscellaneous Powers. The Trustees shall have full power and authority to: (a) distribute to Shareholders all or any part of the earnings or profits, surplus (including paid-in surplus), capital (including paid-in capital) or assets of the Trust or of any Class or Series, the amount of such distributions and the manner of payment thereof to be solely at the discretion of the Trustees; (b) employ, engage or contract with such Persons as the Trustees may deem desirable for the transaction of the business or operations of the Trust or any Class or Series thereof; (c) enter into or cause the Trust or any Class or Series thereof to enter into joint ventures, partnerships (whether as general partner, limited partner or otherwise) and any other combinations or associations; (d) purchase and pay for entirely out of Trust property such insurance as they may deem necessary or appropriate for the conduct of the business, including, without limitation, insurance policies insuring the assets of the Trust and payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers or managers, principal underwriters, or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such person as Shareholder, Trustee, officer, employee, agent, investment adviser or manager, principal underwriter, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person against such liability; (e) establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust; (f) indemnify or reimburse any Person with whom the Trust or any Class or Series thereof has dealings, including without limitation the Investment Adviser, Administrator, Principal Underwriter, Transfer Agent, financial service firms and other agents, to such extent as the Trustees shall determine; (g) guarantee the indebtedness or contractual obligations of other Persons; (h) determine and change the fiscal year of the Trust and the methods by which its books, accounts and records shall be kept; and (i) adopt a seal for the Trust, but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust.

Miscellaneous Powers. The Trustees shall have full the power and authority to: (a) distribute to Shareholders all or any part of the earnings or profits, surplus (including paid-in surplus), capital (including paid-in capital) or assets of the Trust or of any Class or Series, the amount of such distributions and the manner of payment thereof to be solely at the discretion of the Trustees; (b) employ, engage employ or contract with such Persons as the Trustees may deem desirable for the transaction of the business or operations of the Trust or any Class or Series thereof; (cb) enter into or cause the Trust or any Class or Series thereof to enter into joint ventures, partnerships (whether as general partner, limited partner or otherwise) and any other combinations or associations; (c) remove Trustees, fill vacancies in, add to or subtract from their number, elect and remove such officers and appoint and terminate such agents or employees as they consider appropriate, and appoint from their own number, and terminate, any one or more committees which may exercise some or all of the power and authority of the Trustees as the Trustees may determine; (d) purchase purchase, and pay for entirely out of Trust property such insurance as they may deem necessary Property or appropriate for the conduct Trust Property of the business, including, without limitation, insurance policies insuring the assets appropriate Series of the Trust and payment of distributions and principal on its portfolio investmentsTrust, and as applicable, insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers or managersadvisers, principal underwritersadministrators, distributors, selected dealers or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held holding any such office or position, position or by reason of any action alleged to have been taken or omitted by any such person as ShareholderPerson in such capacity, Trustee, officer, employee, agent, investment adviser whether or manager, principal underwriternot constituting negligence, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person Person against such liability; (e) establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust; (f) to the extent permitted by law, indemnify or reimburse any Person person with whom the Trust or any Class or Series thereof has dealings, including without limitation the Investment Adviser, Administrator, Principal UnderwriterDistributor, Transfer Agent, financial service firms Agent and other agentsselected dealers, to such extent as the Trustees shall determine; (g) guarantee the indebtedness or contractual obligations of other Personsothers; (h) determine and change the fiscal year and taxable year of the Trust or any Series thereof and the methods method by which its books, or their accounts and records shall be kept; and (i) adopt a seal for the Trust, but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust.

Miscellaneous Powers. The Trustees shall have full the power and authority to: (a) distribute to Shareholders all or any part of the earnings or profits, surplus (including paid-in surplus), capital (including paid-in capital) or assets of the Trust or of any Class or Series, the amount of such distributions and the manner of payment thereof to be solely at the discretion of the Trustees; (b) employ, engage employ or contract with such Persons as the Trustees may deem desirable for the transaction of the business or operations of the Trust or any Class or Series thereof; (cb) enter into or cause the Trust or any Class or Series thereof to enter into joint ventures, partnerships (whether as general partner, limited partner or otherwise) and any other combinations or associations; (c) remove Trustees, fill vacancies in, add to or subtract from their number, elect and remove such officers and appoint and terminate such agents or employees as they consider appropriate, and appoint from their own number, and terminate, any one or more committees which may exercise some or all of the power and authority of the Trustees as the Trustees may determine; (d) purchase purchase, and pay for entirely out of Trust property such insurance as they may deem necessary Property or appropriate for the conduct Trust Property of the business, including, without limitation, insurance policies insuring the assets appropriate Series of the Trust and payment of distributions and principal on its portfolio investmentsTrust, and as applicable, insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers or managersadvisers, principal underwritersadministrators, distributors, selected dealers or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held holding any such office or position, position or by reason of any action alleged to have been taken or omitted by any such person as ShareholderPerson in such capacity, Trustee, officer, employee, agent, investment adviser whether or manager, principal underwriternot constituting negligence, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person Person against such liability; (e) establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust; (f) to the extent permitted by law, indemnify or reimburse any Person person with whom the Trust or any Class or Series thereof has dealings, including without limitation including, but not limited to, the Investment Adviser, Administrator, Principal UnderwriterDistributor, Transfer Agent, financial service firms Agent and other agentsselected dealers, to such extent as the Trustees shall determine; (g) guarantee the indebtedness or contractual obligations of other Personsothers; (h) determine and change the fiscal year and taxable year of the Trust or any Series thereof and the methods method by which its books, or their accounts and records shall be kept; and (i) adopt a seal for the Trust, but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust.

Miscellaneous Powers. The Trustees shall have full the power and authority to: (a) distribute to Shareholders all or any part of the earnings or profits, surplus (including paid-in surplus), capital (including paid-in capital) or assets of the Trust or of any Class or Series, the amount of such distributions and the manner of payment thereof to be solely at the discretion of the Trustees; (b) employ, engage employ or contract with such Persons as the Trustees may deem desirable for the transaction of the business or operations of the Trust or any Class or Series thereofTrust; (b) remove officers of the Trust; (c) enter into or cause the Trust or any Class or Series thereof to enter into joint ventures, partnerships (whether as general partner, limited partner or otherwise) and any other combinations or associations; (d) purchase purchase, and pay for entirely out of Trust property such insurance as they may deem necessary or appropriate for the conduct of the businessProperty, including, without limitation, insurance policies insuring the assets of the Trust and payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers or managersadvisers, principal underwritersdistributors, selected dealers or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held holding any such office or position, position or by reason of any action alleged to have been taken or omitted by any such person as ShareholderPerson in such capacity, Trustee, officer, employee, agent, investment adviser whether or manager, principal underwriternot constituting negligence, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person Person against such liability; (e) establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust; (f) make donations, irrespective of benefit to the Trust, for charitable, religious, educational, scientific, civic or similar purposes; (g) to the extent permitted by law, indemnify or reimburse any Person with whom the Trust or any Class or Series thereof has dealings, including without limitation any adviser, administrator, manager, transfer agent, custodian, distributor or selling agent, or any other Person as the Investment Adviser, Administrator, Principal Underwriter, Transfer Agent, financial service firms and other agents, Trustees may see fit to such extent as the Trustees shall determine; (gh) guarantee the indebtedness or contractual obligations of other Personsothers and to secure the same by mortgaging, pledging or otherwise subjecting as security the assets of the Trust, including the lending of portfolio securities; (hi) determine and change the fiscal year of the Trust and the methods by method in which its books, accounts and records shall be kept; and (ij) adopt a seal for the Trust, but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust. Additionally, the Trustees who are not Interested Persons of the Trust may hire employees and retain experts and advisers, including independent legal counsel, at the expense of the Trust, to the extent such Trustees deem necessary to carry out their duties as Trustees.

Miscellaneous Powers. The Trustees shall have full the power and authority to: : (a) distribute to Shareholders all or any part of the earnings or profits, surplus (including paid-in surplus), capital (including paid-in capital) or assets of the Trust or of any Class or Series, the amount of such distributions and the manner of payment thereof to be solely at the discretion of the Trustees; (b) employ, engage employ or contract with such Persons as the Trustees may deem desirable for the transaction of the business or operations of the Trust or any Class or Series thereof; ; (cb) enter into or cause the Trust or any Class or Series thereof to enter into joint ventures, partnerships (whether as general partner, limited partner or otherwise) and any other combinations or associations; ; (c) remove Trustees, fill vacancies in, add to or subtract from their number, elect and remove such officers and appoint and terminate such agents or employees as they consider appropriate, and appoint from their own number, and terminate, any one or more committees which may exercise some or all of the power and authority of the Trustees as the Trustees may determine; (d) purchase purchase, and pay for entirely out of Trust property such insurance as they may deem necessary Property or appropriate for the conduct Trust Property of the business, including, without limitation, insurance policies insuring the assets appropriate Series of the Trust and payment of distributions and principal on its portfolio investmentsTrust, and as applicable, insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers or managersadvisers, principal underwritersadministrators, distributors, selected dealers or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held holding any such office or position, position or by reason of any action alleged to have been taken or omitted by any such person as ShareholderPerson in such capacity, Trustee, officer, employee, agent, investment adviser whether or manager, principal underwriternot constituting negligence, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person Person against such liability; ; (e) establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust; ; (f) to the extent permitted by law, indemnify or reimburse any Person person with whom the Trust or any Class or Series thereof has dealings, including without limitation the Investment Adviser, Administrator, Principal UnderwriterDistributor, Transfer Agent, financial service firms Agent and other agentsselected dealers, to such extent as the Trustees shall determine; ; (g) guarantee the indebtedness or contractual obligations of other Persons; others; (h) determine and change the fiscal year and taxable year of the Trust or any Series thereof and the methods method by which its books, or their accounts and records shall be kept; and and (i) adopt a seal for the Trust, but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust.

Miscellaneous Powers. The Without limiting the foregoing, the Trustees shall have full the power and authority to: : (a) distribute to Shareholders all or any part of the earnings or profits, surplus (including paid-in surplus), capital (including paid-in capital) or assets of the Trust or of any Class or Series, the amount of such distributions and the manner of payment thereof to be solely at the discretion of the Trustees; (b) employ, engage employ or contract with such Persons as the Trustees may deem desirable for the transaction of the business or operations of the Trust or any Class or Series thereof; Trust; (cb) enter into or cause the Trust or any Class or Series thereof to enter into joint ventures, partnerships (whether as general partner, limited partner or otherwise) and any other combinations or associations; ; (c) elect and remove such officers and appoint and terminate such agents or employees as they consider appropriate, in each case with or without cause, and appoint and terminate any one or more committees which may exercise some or all of the power and authority of the Trustees as the Trustees may determine; (d) purchase purchase, and pay for entirely out of Trust property Property, such insurance as they may deem necessary necessary, advisable or appropriate for the conduct of the businessbusiness of the Trust, including, without limitation, insurance policies insuring the assets of the Trust and payment of distributions and principal on its portfolio investments, and insurance policies insuring the present and former Shareholders, administrators, Trustees, officers, employees, agents, investment advisers or managersadvisers, principal underwritersdistributors, selected dealers or independent contractors of the Trust individually against possible tort liability and against all claims and liabilities of every nature arising by reason of holding, being or having held holding any such office or position, position or by reason of any action alleged to have been taken or omitted by any such person as ShareholderPerson in such capacity, Trustee, officer, employee, agent, investment adviser whether or manager, principal underwriternot constituting negligence, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person Person against such liability; ; (e) establish pension, profit-sharing, share Share purchase, deferred compensation, and other retirement, incentive and benefit plans plans, trusts and provisions, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any or all of the Trustees, officers, employees and agents of the Trust; ; (f) to the extent permitted by law, indemnify or reimburse any Person with whom the Trust or any Class or Series thereof has dealings, including without limitation the Investment Adviserany investment adviser, Administratoradministrator, Principal Underwritercustodian, Transfer Agentdistributor, financial service firms transfer agent, shareholder servicing agent and dealer, and any other agents, agent or independent contractor to such extent as the Trustees shall determine; ; (g) guarantee the indebtedness or contractual obligations of other Persons; others; (h) determine and change the fiscal year of the Trust or any series thereof and the methods method by which its books, accounts and records shall be kept; and and (i) adopt a seal for the Trust, but provided, that the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust.

Miscellaneous Powers. The Trustees shall have full the power and authority to: (a) distribute to Shareholders all or any part of the earnings or profits, surplus (including paid-in surplus), capital (including paid-in capital) or assets of the Trust or of any Class or Series, the amount of such distributions and the manner of payment thereof to be solely at the discretion of the Trustees; (b) employ, engage employ or contract with such Persons as the Trustees may deem desirable for the transaction of the business or operations of the Trust or any Class or Series thereof; (cb) enter into or cause the Trust or any Class or Series thereof to enter into joint ventures, partnerships (whether as general partner, limited partner or otherwise) and any other combinations or associations; (c) remove Trustees, fill vacancies in, add to or subtract from their number, elect and remove such officers and appoint and terminate such agents or employees as they consider appropriate, and appoint from their own number, and terminate, any one or more committees which may exercise some or all of the power and authority of the Trustees as the Trustees may determine; (d) purchase purchase, and pay for entirely out of Trust Property or the property such insurance as they may deem necessary or appropriate for the conduct of the business, including, without limitation, insurance policies insuring the assets appropriate Series of the Trust and payment of distributions and principal on its portfolio investmentsTrust, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers or managersadvisers, principal underwritersadministrators, distributors, selected dealers or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held holding any such office or position, position or by reason of any action alleged to have been taken or omitted by any such person as ShareholderPerson in such capacity, Trustee, officer, employee, agent, investment adviser whether or manager, principal underwriternot constituting negligence, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person Person against such liability; (e) establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust; (f) to the extent permitted by law, indemnify or reimburse any Person person with whom the Trust or any Class or Series thereof has dealings, including without limitation the Investment Adviser, Administrator, Principal UnderwriterDistributor, Transfer Agent, financial service firms Agent and other agentsselected dealers, to such extent as the Trustees shall determine; (g) guarantee the indebtedness or contractual obligations of other Personsothers; (h) determine and change the fiscal year and taxable year of the Trust or any Series thereof and the methods method by which its books, or their accounts and records shall be kept; and (i) adopt a seal for the Trust, but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust.

Miscellaneous Powers. The Trustees shall have full the power and authority to: (a) distribute to Shareholders all or any part of the earnings or profits, surplus (including paid-in surplus), capital (including paid-in capital) or assets of the Trust or of any Class or Series, the amount of such distributions and the manner of payment thereof to be solely at the discretion of the Trustees; (b) employ, engage employ or contract with such Persons as the Trustees may deem desirable for the transaction of the business or operations of the Trust or any Class or Series thereofTrust; (b) remove officers of the Trust; (c) enter into or cause the Trust or any Class or Series thereof to enter into joint ventures, partnerships (whether as general partner, limited partner or otherwise) and any other combinations or associations; (d) purchase purchase, and pay for entirely out of Trust property such insurance as they may deem necessary or appropriate for the conduct of the businessProperty, including, without limitation, insurance policies insuring the assets of the Trust and payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers or managersadvisers, principal underwritersdistributors, selected dealers or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held holding any such office or position, position or by reason of any action alleged to have been taken or omitted by any such person as ShareholderPerson in such capacity, Trustee, officer, employee, agent, investment adviser whether or manager, principal underwriternot constituting negligence, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person Person against such liability; (e) establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust; (f) make donations, irrespective of benefit to the Trust, for charitable, religious, educational, scientific, civic or similar purposes; (g) to the extent permitted by law, indemnify or reimburse any Person with whom the Trust or any Class or Series thereof has dealings, including without limitation any adviser, administrator, manager, transfer agent, custodian, distributor or selling agent, or any other person as the Investment Adviser, Administrator, Principal Underwriter, Transfer Agent, financial service firms and other agents, Trustees may see fit to such extent as the Trustees shall determine; (gh) guarantee the indebtedness or contractual obligations of other Personsothers; (hi) determine and change the fiscal year of the Trust and the methods by method in which its books, accounts and records shall be kept; and (ij) adopt a seal for the Trust, but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust. Additionally, the Trustees who are not Interested Persons of the Trust may hire employees and retain experts and advisers, including independent legal counsel, at the expense of the Trust, to the extent such Trustees deem necessary to carry out their duties as Trustees.

Miscellaneous Powers. The Trustees shall have full the power and authority to: : (a) distribute to Shareholders all or any part of the earnings or profits, surplus (including paid-in surplus), capital (including paid-in capital) or assets of the Trust or of any Class or Series, the amount of such distributions and the manner of payment thereof to be solely at the discretion of the Trustees; (b) employ, engage employ or contract with such Persons as the Trustees may deem desirable for the transaction of the business or operations of the Trust or any Class or Series thereof; ; (cb) enter into or cause the Trust or any Class or Series thereof to enter into joint ventures, partnerships (whether as general partner, limited partner or otherwise) and any other combinations or associations; ; (c) remove Trustees, fill vacancies in, add to or subtract from their number, elect and remove such officers and appoint and terminate such agents or employees as they consider appropriate, and appoint from their own number, and terminate, any one or more committees which may exercise some or all of the power and authority of the Trustees as the Trustees may determine; (d) purchase purchase, and pay for entirely out of Trust property such insurance as they may deem necessary Property or appropriate for the conduct Trust Property of the business, including, without limitation, insurance policies insuring the assets appropriate Series of the Trust and payment of distributions and principal on its portfolio investmentsTrust, and as applicable, insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers or managersadvisers, principal underwritersadministrators, distributors, selected dealers or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held holding any such office or position, position or by reason of any action alleged to have been taken or omitted by any such person as ShareholderPerson in such capacity, Trustee, officer, employee, agent, investment adviser whether or manager, principal underwriternot constituting negligence, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person Person against such liability; ; (e) establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust; ; (f) to the extent permitted by law, indemnify or reimburse any Person person with whom the Trust or any Class or Series thereof has dealings, including without limitation the Investment Adviser, Administrator, Principal UnderwriterDistributor, Transfer Agent, financial service firms Placement Agent and other agentsselected dealers, to such extent as the Trustees shall determine; ; (g) guarantee the indebtedness or contractual obligations of other Persons; others; (h) determine and change the fiscal year and taxable year of the Trust or any Series thereof and the methods method by which its books, or their accounts and records shall be kept; and and (i) adopt a seal for the Trust, but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust.

Miscellaneous Powers. The Trustees shall have full power and authority to: (a) distribute to Shareholders all or any part of the earnings or profits, surplus (including paid-in surplus), capital (including paid-in capital) or assets of the Trust or of any Class or Series, the amount of such distributions and the manner of payment thereof to be solely at the discretion of the Trustees; (b) employ, engage or contract with such Persons as the Trustees may deem desirable for the transaction of the business or operations of the Trust or any Class or Series thereof; (c) enter into or cause the Trust or any Class or Series thereof to enter into joint ventures, partnerships (whether as general partner, limited partner or otherwise) and any other combinations or associations; (d) purchase and pay for entirely out of Trust property Property such insurance as they may deem necessary or appropriate for the conduct of the business, including, without limitation, insurance policies insuring the assets of the Trust and payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers or managers, principal underwriters, or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such person as Shareholder, Trustee, officer, employee, agent, investment adviser or manager, principal underwriter, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person against such liability; (e) establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust; (f) indemnify or reimburse any Person with whom the Trust or any Class or Series thereof has dealings, including without limitation the Investment Adviser, Administrator, Principal Underwriter, Transfer Agent, financial service firms and other agents, to such extent as the Trustees shall determine; (g) guarantee the indebtedness or contractual obligations of other Persons; (h) determine and change the fiscal year of the Trust and the methods by which its books, accounts and records shall be kept; and (i) adopt a seal for the Trust, but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust.

Miscellaneous Powers. The Trustees shall have the full power and authority to: (a) distribute to Shareholders all or any part of the earnings or profits, surplus (including paid-in surplus), capital (including paid-in capital) or assets of the Trust or any Series or Class of any Class or SeriesShares, the amount of such distributions and the manner of payment thereof to be solely at the discretion of the Trustees; (b) employ, engage employ or contract with such Persons as the Trustees may deem desirable for the transaction of the business or operations of the Trust or any Class or Series thereof; (c) enter into or cause the Trust or any Class or Series thereof to enter into joint ventures, partnerships (whether as general partner, limited partner or otherwise) and any other combinations or associations; (d) purchase subject to the provisions of this Article II, remove Trustees, fill vacancies in, add to or subtract from their number, elect and remove such officers and appoint and terminate such agents or employees as they consider appropriate, and appoint from their own number, and terminate, any one or more committees which may exercise some or all of the power and authority of the Trustees as the Trustees may determine; (e) purchase, and pay for entirely out of Trust Property or the property such insurance as they may deem necessary or appropriate for the conduct of the business, including, without limitation, insurance policies insuring the assets appropriate Series of the Trust and payment of distributions and principal on its portfolio investmentsTrust, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers or managersadvisers, principal administrators, underwriters, selected dealers or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held holding any such office or position, position or by reason of any action alleged to have been taken or omitted by any such person as ShareholderPerson in such capacity, Trustee, officer, employee, agent, investment adviser whether or manager, principal underwriternot constituting negligence, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person Person against such liability; (ef) establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust; (fg) to the extent permitted by law, indemnify or reimburse any Person person with whom the Trust or any Class or Series thereof has dealings, including without limitation the Investment Adviser, Administrator, Principal Underwriter, Transfer Agent, financial service firms Agent and other agentsselected dealers, to such extent as the Trustees shall determine; (gh) guarantee the indebtedness or contractual obligations of other Personsothers; (hi) determine and change the fiscal year and taxable year of the Trust or any Series thereof and the methods method by which its books, or their accounts and records shall be kept; and (ij) adopt a seal for the Trust, but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust.

Miscellaneous Powers. The Trustees shall have full power and authority to: (a) distribute to Shareholders all or any part of the earnings or profits, surplus (including paid-in surplus), capital (including paid-in capital) or assets of the Trust or of any Class or Series, the amount of such distributions and the manner of payment thereof to be solely at the discretion of the Trustees; (b) employ, engage or contract with such Persons as the Trustees may deem desirable for the transaction of the business or operations of the Trust or any Class or Series thereof; (c) enter into or cause the Trust or any Class or Series thereof to enter into joint ventures, partnerships (whether as general partner, limited partner or otherwise) and any other combinations or associations; (d) purchase and pay for entirely out of Trust property such insurance as they may deem necessary or appropriate for the conduct of the business, including, without limitation, insurance policies insuring the assets of the Trust and payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers or managers, principal underwriters, or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such person as Shareholder, Trustee, officer, employee, agent, investment adviser or manager, principal underwriter, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not t the Trust would have the power to indemnify such person against such liability; (e) establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust; (f) indemnify or reimburse any Person with whom the Trust or any Class or Series thereof has dealings, including without limitation the Investment Adviser, Administrator, Principal Underwriter, Transfer Agent, financial service firms and other agents, to such extent as the Trustees shall determine; (g) guarantee the indebtedness or contractual obligations of other Persons; (h) determine and change the fiscal year of the Trust and the methods by which its books, accounts and records shall be kept; and (i) adopt a seal for the Trust, but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust.

Miscellaneous Powers. The Trustees shall have full the power and authority to: (a) distribute to Shareholders all or any part of the earnings or profits, surplus (including paid-in surplus), capital (including paid-in capital) or assets of the Trust or of any Class or Series, the amount of such distributions and the manner of payment thereof to be solely at the discretion of the Trustees; (b) employ, engage employ or contract with such Persons as the Trustees may deem desirable for the transaction of the business or operations of the Trust or any Class or Series thereofTrust; (b) remove officers of the Trust; (c) enter into or cause the Trust or any Class or Series thereof to enter into joint ventures, partnerships (whether as general partner, limited partner or otherwise) and any other combinations or associations; (d) purchase purchase, and pay for entirely out of Trust property such insurance as they may deem necessary or appropriate for the conduct of the businessProperty, including, without limitation, insurance policies insuring the assets of the Trust and payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers or managersadvisers, principal underwritersdistributors, selected dealers or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held holding any such office or position, position or by reason of any action alleged to have been taken or omitted by any such person as ShareholderPerson in such capacity, Trustee, officer, employee, agent, investment adviser whether or manager, principal underwriternot constituting negligence, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person Person against such liability; (e) establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust; (f) make donations, irrespective of benefit to the Trust, for charitable, religious, educational, scientific, civic or similar purposes; (g) to the extent permitted by law, indemnify or reimburse any Person with whom the Trust or any Class or Series thereof has dealings, including without limitation any adviser, administrator, manager, transfer agent, custodian, distributor or selling agent, or any other person as the Investment Adviser, Administrator, Principal Underwriter, Transfer Agent, financial service firms and other agents, Trustees may see fit to such extent as the Trustees shall determine; (gh) guarantee the indebtedness or contractual obligations of other Personsothers; (hi) determine and change the fiscal year of the Trust and the methods by method in which its books, accounts and records shall be kept; and (ij) adopt a seal for the Trust, but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust. Additionally, the Trustees who are not Interested Persons of the Trust may hire employees and retain experts and advisers, including independent legal counsel, at the expense of the Trust (provided such expenses are approved in advance by a majority of the Trustees including the Trustee or Trustees requesting that said expenses be borne by the trust), to the extent such Trustees deem necessary to carry out their duties as Trustees.

Miscellaneous Powers. The Trustees shall have full the power and authority to: (a) distribute to Shareholders all or any part of the earnings or profits, surplus (including paid-in surplus), capital (including paid-in capital) or assets of the Trust or of any Class or Series, the amount of such distributions and the manner of payment thereof to be solely at the discretion of the Trustees; (b) employ, engage employ or contract with such Persons as the Trustees may deem desirable for the transaction of the business or operations of the Trust and terminate such employees or any Class or Series thereofcontractual relationships as they consider appropriate; (cb) enter into or cause the Trust or any Class or Series thereof to enter into joint ventures, partnerships (whether as general partner, limited partner or otherwise) and any other combinations or associations; (dc) purchase purchase, and pay for entirely out of Trust property such insurance as they may deem necessary Property or appropriate for the conduct assets of the business, including, without limitationappropriate Series, insurance policies insuring the assets of the Trust and payment of distributions and principal on its portfolio investmentsInvestment Manager, and insurance policies insuring the Shareholdersplacement agent, Holders, Trustees, officers, employees, agents, investment advisers or managers, principal underwriters, or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held holding any such office or position, position or by reason of any action alleged to have been taken or omitted by any such person as Shareholder, Trustee, officer, employee, agent, investment adviser or manager, principal underwriter, or independent contractor, including any action taken or omitted that may be determined to constitute negligencePerson in such capacity, whether or not the Trust would have the power to indemnify such person Person against such liability; (ed) establish pension, profit-sharing, share purchase, sharing and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust; (e) make donations, irrespective of benefit to the Trust, for charitable, religious, educational, scientific, civic or similar purposes; (f) to the extent permitted by law, indemnify or reimburse any Person with whom the Trust or any Class or Series thereof has dealings, including without limitation the Investment AdviserManager, Administratorplacement agent, Principal UnderwriterHolders, Transfer AgentTrustees, financial service firms and other agentsofficers, employees, agents or independent contractors of the Trust, to such extent as the Trustees shall determine; (g) guarantee the indebtedness or contractual obligations of other Personsothers; (h) determine and change the fiscal year Fiscal Year of each Series of the Trust and the methods by method in which its books, accounts and records shall be kept; and (i) adopt a seal for the Trust, but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust; (j) establish separate and distinct Series with separately defined investment objectives and policies and distinct investment purposes in accordance with the provisions of Article VI hereof; (k) subject to the provisions of Section 3804 of the Delaware Act, allocate assets, liabilities and expenses of the Trust to a particular Series or apportion the same between or among two or more Series, provided that any liabilities or expenses incurred by a particular Series shall be payable solely out of the assets belonging to that Series as provided for in Article VI hereof; (l) establish, from time to time, a minimum investment for Holders in the Trust or in one or more Series, and require the withdrawal of any Holder whose investment is less than such minimum upon giving notice to such Holder and; (m) appoint, or authorize any officer or officers to appoint, one or more registrars of the Trust.

Miscellaneous Powers. The Trustees shall have full power and authority to: (a) distribute to Shareholders all or any part of the earnings or profits, surplus (including paid-in surplus), capital (including paid-in capital) or assets of the Trust or of any Class or Series, the amount of such distributions and the manner of payment thereof to be solely at the discretion of the Trustees; (b) employ, engage or contract with such Persons as the Trustees may deem desirable for the transaction of the business or operations of the Trust or any Class or Series thereof; (c) enter into or cause the Trust or any Class or Series thereof to enter into joint ventures, partnerships (whether as general partner, limited partner or otherwise) and any other combinations or associations; (d) purchase and pay for entirely out of Trust property such insurance as they may deem necessary or appropriate for the conduct of the business, includingi ncluding, without limitation, insurance policies insuring the assets of the Trust and payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers or managers, principal underwriters, or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such person as Shareholder, Trustee, officer, employee, agent, investment adviser or manager, principal underwriter, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person against such liability; (e) establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees employe es and agents of the Trust; (f) indemnify or reimburse any Person with whom the Trust or any Class or Series thereof has dealings, including without limitation the Investment Adviser, Administrator, Principal Underwriter, Transfer Agent, financial service firms and other agents, to such extent as the Trustees shall determine; (g) guarantee the indebtedness or contractual obligations of other Persons; (h) determine and change the fiscal year of the Trust and the methods by which its books, accounts and records shall be kept; and (i) adopt a seal for the Trust, but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust.

Miscellaneous Powers. The Trustees shall have full the power and authority to, or to cause the Trust to: (a) distribute to Shareholders all or any part of the earnings or profits, surplus (including paid-in surplus), capital (including paid-in capital) or assets of the Trust or of any Class or Series, the amount of such distributions and the manner of payment thereof to be solely at the discretion of the Trustees; (b) employ, engage employ or contract with such Persons persons as the Trustees may deem desirable for the transaction of the business or operations of the Trust or any Class or Series thereofTrust, and fix the compensation payable to those employees and contractors; (cb) enter into or cause the Trust or any Class or Series thereof to enter into joint ventures, partnerships (whether as general partner, limited partner or otherwise) and any other combinations or associations; (dc) purchase and pay for entirely out of Trust property such insurance as they may deem necessary or appropriate for the conduct of the business, including, without limitation, insurance policies insuring the assets of the Trust and payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers or managersadvisers, principal underwritersdistributors, selected dealers or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held holding any such office or position, position or by reason of any action alleged to have been taken or omitted by any such person as Shareholderin such capacity, Trustee, officer, employee, agent, investment adviser whether or manager, principal underwriternot constituting negligence, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person against such liability; (ed) establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust; (e) make donations, irrespective of benefit to the Trust, for charitable, religious, educational, scientific, civic or similar purposes; (f) to the extent permitted by law, indemnify or reimburse any Person person with whom the Trust or any Class or Series thereof has dealings, including without limitation any Investment Manager, fund administrator, transfer agent, custodian, distributor or selected dealer, or any other person as the Investment Adviser, Administrator, Principal Underwriter, Transfer Agent, financial service firms and other agents, Trustees may see fit to such extent as the Trustees shall determine; (g) guarantee the indebtedness or contractual obligations of other Personsothers; (h) determine and change the fiscal year of the Trust and the methods by method in which its books, accounts and records shall be kept; and (i) adopt a seal for the Trust, but even though the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust; (j) apply and receive orders from the SEC as well as exemptions from specific provisions of the 1940 Act and other federal securities laws, in accordance with the 1940 Act and other federal securities laws; (k) incur and pay out of Trust Property any expenses that in the opinion of the Trustees are necessary or incidental to carry out any of the purposes of this Declaration and the business of the Trust; and (l) elect and, from time to time change, the U.S. federal and state income tax classifications of the Trust.