Common use of Repurchases and Redemptions Clause in Contracts

Repurchases and Redemptions. (a) Except as otherwise provided in this Trust Instrument, no Shareholder or other person holding Shares will have the right to withdraw or tender Shares to the Trust for repurchase. The Trustees may, from time to time, in their complete and exclusive discretion and on terms and conditions as they may determine, cause the Trust to repurchase Shares in accordance with written tenders. In determining whether to cause the Trust to repurchase Shares, pursuant to written tenders, the Trustees will consider the following factors, among others: (i) the recommendation of any investment adviser; (ii) whether any Shareholders have requested to tender Shares or portions thereof to the Trust; (iii) the liquidity of the Trust’s assets (including fees and costs associated with withdrawing from investments); (iv) the investment plans and working capital requirements of the Trust; (v) the relative economies of scale with respect to the size of the Trust; (vi) the history of the Trust in repurchasing Shares or portions thereof; (vii) the availability of information as to the value of the Trust’s assets; (viii) the economic condition of the securities markets and the economy generally as well as political, national or international developments or current affairs; and (ix) the anticipated tax consequences to the Trust of any proposed repurchases of Shares or portions thereof. The Trustees will cause the Trust to repurchase Shares in accordance with written tenders only on terms fair to the Trust and to all Shareholders. (b) The Trustees may cause the Trust to repurchase or redeem Shares of a Shareholder or any person acquiring Shares from or through a Shareholder, on terms fair to the Trust and to the Shareholder or person acquiring Shares from or through such Shareholder, in the event that the Trustees, in their sole discretion, determine or have reason to believe that: (i) the Shares have been transferred in violation of Section 7.2 of this Trust Instrument, or the Shares have vested in any person other than by operation of law as the result of the death, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder; (ii) ownership of the Shares by a Shareholder or other person is likely to cause the Trust to be in violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction; (iii) continued ownership of the Shares may be harmful or injurious to the business or reputation of the Trust, the Trustees or the investment adviser or any of their Affiliated Persons, or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences; (iv) any of the representations and warranties made by a Shareholder or other person in connection with the acquisition of the Shares was not true when made or has ceased to be true; or (v) it would be in the best interests of the Trust, as determined by the Trustees, for the Trust to repurchase the Shares. (c) Shares will be repurchased at their Net Asset Value determined as of the Valuation Date. Shareholders tendering Shares for repurchase will be asked to give written notice of their intent to do so by the date specified in the notice describing the terms of the applicable repurchase offer (a “Repurchase Notice”). Shareholders who tender may not have all of the tendered Shares repurchased by the Trust. If over-subscriptions occur, the Trustees may, in their complete and absolute discretion, elect to repurchase less than the full amount that a Shareholder requests to be repurchased. If a repurchase offer is oversubscribed, the Trust may repurchase only a pro rata portion of the amount tendered by each Shareholder. The Trustees, in their complete and absolute discretion, may under certain circumstances elect to postpone, suspend or terminate an offer to repurchase Shares. (d) The Trust will pay the value of the Shares to be repurchased within the time described in the Repurchase Notice. Payment of the purchase price for Shares will generally consist of cash in an amount equal to a percentage, as may be determined by the Trustees, of the estimated unaudited net asset value of the Shares repurchased by the Trust determined as of the Valuation Date (after adjusting for fees, expenses, reserves or other allocations or redemption charges). This amount will be subject to adjustment after completion of the annual audit of the Trust’s financial statements for the fiscal year in which the repurchase is effected. Any balance due shall be determined and paid after the completion of the Trust’s annual audit. Notwithstanding anything to the contrary in this Section 7.3, the Trustees, in their discretion, may cause the Trust to pay all or any portion of the repurchase price in Securities in kind (or any combination of Securities in kind and cash) having a value, determined as of the Valuation Date, equal to the amount of the repurchase price so paid. All repurchases of Shares will be subject to any and all conditions as the Trustees may impose in their sole discretion. The Trustees may, in their discretion, cause the Trust to repurchase all of a Shareholder’s Shares, if the Net Asset Value of the Shareholder’s Shares, as a result of repurchase or transfer requests by the Shareholder, is less than any minimum amount established by the Trustees from time to time in their sole discretion. Subject to the procedures of this Section 7.3, the amount due to any Shareholder whose Shares are repurchased will be equal to the Net Asset Value of the Shareholder’s Shares as of the Valuation Date. If all of a Shareholder’s Shares are repurchased, that Shareholder will cease to be a Shareholder. (e) Notwithstanding the foregoing, the Trust may postpone payment of the repurchase price and may suspend repurchases during any period or at any time when and to the extent permissible under the 1940 Act. (f) In the event that a Shareholder shall submit a request for the repurchase of a greater number of Shares than are then allocated to such Shareholder, such request shall not be honored.

Repurchases and Redemptions. (a) Except as otherwise provided in this Trust Instrument, no Shareholder or other person holding Shares will have the right to withdraw or tender Shares to the Trust for repurchase. The Trustees may, from time to time, in their complete and exclusive discretion and on terms and conditions as they may determine, cause the Trust to repurchase Shares in accordance with written tenders. In determining whether to cause the Trust to repurchase Shares, pursuant to written tenders, the Trustees will consider the following factors, among others: (i) the recommendation of any investment adviser; (ii) whether any Shareholders have requested to tender Shares or portions thereof to the Trust; (iii) the liquidity of the Trust’s assets (including fees and costs associated with withdrawing from investments); (iv) the investment plans and working capital requirements of the Trust; (v) the relative economies of scale with respect to the size of the Trust; (vi) the history of the Trust in repurchasing Shares or portions thereof; (vii) the availability of information as to the value of the Trust’s assets; (viii) the economic condition of the securities markets and the economy generally as well as political, national or international developments or current affairs; and (ix) the anticipated tax consequences to the Trust of any proposed repurchases of Shares or portions thereof. The Trustees will cause the Trust to repurchase Shares in accordance with written tenders only on terms fair to the Trust and to all Shareholders. (b) The Trustees may cause the Trust to repurchase or redeem Shares of a Shareholder or any person acquiring Shares from or through a Shareholder, on terms fair to the Trust and to the Shareholder or person acquiring Shares from or through such Shareholder, in the event that the Trustees, in their sole discretion, determine or have reason to believe that: (i) the Shares have been transferred in violation of Section 7.2 of this Trust Instrument, or the Shares have vested in any person other than by operation of law as the result of the death, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder; (ii) ownership of the Shares by a Shareholder or other person is likely to cause the Trust to be in violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction; (iii) continued ownership of the Shares may be harmful or injurious to the business or reputation of the Trust, the Trustees or the investment adviser or any of their Affiliated Persons, or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences; (iv) any of the representations and warranties made by a Shareholder or other person in connection with the acquisition of the Shares was not true when made or has ceased to be true; or (v) it would be in the best interests of the Trust, as determined by the Trustees, for the Trust to repurchase the Shares. (c) Shares will be repurchased at their Net Asset Value determined as of the Valuation Date. Shareholders tendering Shares for repurchase will be asked to give written notice of their intent to do so by the date specified in the notice describing the terms of the applicable repurchase offer (a “Repurchase Notice”)offer, which date will be approximately 95 days prior to the date of repurchase by the Trust. Shareholders who tender may not have all of the tendered Shares repurchased by the Trust. If over-subscriptions occur, the Trustees may, in their complete and absolute discretion, Trust may elect to repurchase less than the full amount that a Shareholder requests to be repurchased. If a repurchase offer is oversubscribed, the Trust may repurchase only a pro rata portion of the amount tendered by each Shareholder. The Trustees, in their complete and absolute discretion, may under certain circumstances elect to postpone, suspend or terminate an offer to repurchase Shares. (d) The Trust will pay the value of the Shares to be repurchased within approximately 90 days after the time described in the Repurchase NoticeValuation Date. Payment of the purchase price for Shares will generally consist of cash or a promissory note, which will be non-transferable and need not bear interest, in an amount equal to a the percentage, as may be determined by the Trustees, of the estimated unaudited net asset value of the Shares repurchased by the Trust determined as of the Valuation Date (after adjusting for feesor as discussed below, expenses, reserves or other allocations or redemption charges95% of such value if all Shares owned by a Shareholder are repurchased). This amount will be subject to adjustment within 45 days after completion of the annual audit of the Trust’s financial statements for the fiscal year in which the repurchase is effected. Any To mitigate any effects of this, if all Shares owned by a Shareholder are repurchased, the Shareholder will receive an initial payment equal to 95% of the estimated value of the Shares (after adjusting for fees, expenses, reserves or other allocations or redemption charges) within approximately 90 days after the Valuation Date, subject to audit adjustment, and the balance due shall will be determined and paid within 45 days after the completion of the Trust’s annual audit. Notwithstanding anything to the contrary in this Section 7.3, the Trustees, in their discretion, may cause the Trust to pay all or any portion of the repurchase price in Securities in kind (or any combination of Securities in kind and cash) having a value, determined as of the Valuation Datedate of repurchase, equal to the amount of the repurchase price so paidto be repurchased. All repurchases of Shares will be subject to any and all conditions as the Trustees may impose in their sole discretion. The Trustees may, in their discretion, cause the Trust to repurchase all of a Shareholder’s Shares, if the Net Asset Value of the Shareholder’s Shares, as a result of repurchase or transfer requests by the Shareholder, is less than any $50,000 or such other minimum amount established by the Trustees from time to time in their sole discretion. Subject to the procedures of this Section 7.3, the amount due to any Shareholder whose Shares are repurchased will be equal to the Net Asset Value of the Shareholder’s Shares Shares, as of the Valuation Date. If all of a Shareholder’s Shares are repurchased, that Shareholder will cease to be a Shareholder. (e) Notwithstanding the foregoing, the Trust may postpone payment of the repurchase price and may suspend repurchases during any period or at any time when and to the extent permissible under the 1940 Act. (f) In the event that a Shareholder shall submit a request for the repurchase redemption of a greater number of Shares than are then allocated to such Shareholder, such request shall not be honored.

Repurchases and Redemptions. (a1) Except as otherwise provided in this Trust Instrument, no No Shareholder or other person holding Shares will have the right to withdraw or tender Shares to require the Trust for repurchaseto redeem its Shares. The Trust intends to conduct repurchase offers at such times and pursuant to such procedures as determined by the Trustees may, from time to time, subject to the requirements of the 1940 Act. The repurchase price shall be equal to the net asset value of the Shares, less applicable fees permitted under applicable law. (2) The repurchase price may in their complete any case or cases be paid wholly or partly in kind if the Trustees determine that such payment is advisable in the interest of the remaining Shareholders of the Trust, or any Class for which the Shares are being redeemed. Subject to the foregoing, the fair value, selection and exclusive discretion and on terms and conditions quantity of securities or other property so paid or delivered as they may determine, cause all or part of the repurchase price shall be determined by or under the authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kind. (3) The Trustees may require any Shareholder or any group of Shareholders (including some or all of the Shareholders of any Class) to repurchase redeem Shares in accordance with written tenders. In determining whether to cause for any reason under terms set by the Trust to repurchase SharesTrustees, pursuant to written tendersincluding, the Trustees will consider the following factorsbut not limited to, among others: (i) the recommendation failure of a Shareholder to supply a tax identification number if required to do so or any investment adviser; other identifying information as required by applicable law, (ii) whether any Shareholders the failure of a Shareholder to have requested to tender Shares the minimum investment required, or portions thereof to the Trust; (iii) the liquidity failure of a Shareholder to pay when due the Trust’s assets (including fees and costs associated with withdrawing from investments); (iv) the investment plans and working capital requirements of the Trust; (v) the relative economies of scale with respect to the size of the Trust; (vi) the history of the Trust in repurchasing Shares or portions thereof; (vii) the availability of information as to the value of the Trust’s assets; (viii) the economic condition of the securities markets and the economy generally as well as political, national or international developments or current affairs; and (ix) the anticipated tax consequences to the Trust of any proposed repurchases purchase price of Shares or portions thereofissued to him. The Any such redemption shall be effected at net asset value on the date determined by the Trustees will cause and, unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to repurchase Shares in accordance with written tenders only the Shareholder within seven (7) days after the date on terms fair to which the Trust and to all Shareholders. (b) The Trustees may cause the Trust to repurchase or redeem Shares notifies such Shareholder of a Shareholder or any person acquiring Shares from or through a Shareholder, on terms fair to the Trust and to the Shareholder or person acquiring Shares from or through such Shareholder, in the event that the Trustees, in their sole discretion, determine or have reason to believe that: (i) the Shares have been transferred in violation of Section 7.2 of this Trust Instrument, or the Shares have vested in any person other than by operation of law as the result of the death, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder; (ii) ownership of the Shares by a Shareholder or other person is likely to cause the Trust to be in violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction; (iii) continued ownership of the Shares may be harmful or injurious to the business or reputation of the Trust, the Trustees or the investment adviser or any of their Affiliated Persons, or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences; (iv) any of the representations and warranties made by a Shareholder or other person in connection with the acquisition of the Shares was not true when made or has ceased to be true; or (v) it would be in the best interests of the Trust, as determined by the Trustees, for the Trust its intention to repurchase the Shares. (c4) Shares will be repurchased at their Net Asset Value determined as The Trustees may suspend the determination of net asset value and limit or suspend the Valuation Date. Shareholders tendering Shares for repurchase will be asked to give written notice payment of their intent to do so by redemption proceeds under certain circumstances, including the date specified closure or suspension of trading on any relevant exchange, a breakdown in the notice describing means normally employed to value assets or during any emergency which makes it impracticable for the terms Trust to dispose of its investments. In the applicable repurchase offer (case of such suspension or postponement of a “Repurchase Notice”). Shareholders who tender may not have all redemption described in this Section 3(4) of the tendered Shares repurchased by the Trust. If over-subscriptions occur, the Trustees may, in their complete and absolute discretion, elect to repurchase less than the full amount that a Shareholder requests to be repurchased. If a repurchase offer is oversubscribedArticle VI, the Trust may repurchase only a pro rata portion of shall redeem the amount tendered by each Shareholder. The TrusteesShares based on the net asset value per share next determined, in their complete and absolute discretion, may under certain circumstances elect to postpone, suspend or terminate an offer to repurchase Sharesless applicable fees. (d5) The Trust will pay holders of Shares shall upon demand disclose to the value Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the provisions of the Shares to be repurchased within the time described in the Repurchase Notice. Payment of the purchase price for Shares will generally consist of cash in an amount equal to a percentage, as may be determined by the Trustees, of the estimated unaudited net asset value of the Shares repurchased by the Trust determined as of the Valuation Date (after adjusting for fees, expenses, reserves or other allocations or redemption charges). This amount will be subject to adjustment after completion of the annual audit of the Trust’s financial statements for the fiscal year in which the repurchase is effected. Any balance due shall be determined and paid after the completion of the Trust’s annual audit. Notwithstanding anything to the contrary in this Section 7.3, the Trustees, in their discretion, may cause the Trust to pay all or any portion of the repurchase price in Securities in kind Code (or any combination successor statute thereto), or to comply with the requirements of Securities in kind and cash) having a value, determined as of the Valuation Date, equal to the amount of the repurchase price so paid. All repurchases of Shares will be subject to any and all conditions as the Trustees may impose in their sole discretion. The Trustees may, in their discretion, cause the Trust to repurchase all of a Shareholder’s Shares, if the Net Asset Value of the Shareholder’s Shares, as a result of repurchase or transfer requests by the Shareholder, is less than any minimum amount established by the Trustees from time to time in their sole discretion. Subject to the procedures of this Section 7.3, the amount due to any Shareholder whose Shares are repurchased will be equal to the Net Asset Value of the Shareholder’s Shares as of the Valuation Date. If all of a Shareholder’s Shares are repurchased, that Shareholder will cease to be a Shareholderother taxing authority. (e) Notwithstanding the foregoing, the Trust may postpone payment of the repurchase price and may suspend repurchases during any period or at any time when and to the extent permissible under the 1940 Act. (f) In the event that a Shareholder shall submit a request for the repurchase of a greater number of Shares than are then allocated to such Shareholder, such request shall not be honored.

Repurchases and Redemptions. (a) Except as otherwise provided in this Trust Instrument, no Shareholder or other person holding Shares will have the right to withdraw or tender Shares to the Trust for repurchase. The Trustees may, from time to time, in their complete and exclusive discretion and on terms and conditions as they may determine, cause the Trust to repurchase Shares in accordance with written tenders. In determining whether to cause the Trust to repurchase Shares, pursuant to written tenders, the Trustees will consider the following factors, among others: (i) the recommendation of any investment adviser; (ii) whether any Shareholders have requested to tender Shares or portions thereof to the Trust; (iii) the liquidity of the Trust’s assets (including fees and costs associated with withdrawing from investments); (iv) the investment plans and working capital requirements of the Trust; (v) the relative economies of scale with respect to the size of the Trust; (vi) the history of the Trust in repurchasing Shares or portions thereof; (vii) the availability of information as to the value of the Trust’s assets; (viii) the economic condition of the securities markets and the economy generally as well as political, national or international developments or current affairs; and (ix) the anticipated tax consequences to the Trust of any proposed repurchases of Shares or portions thereof. The Trustees will cause the Trust to repurchase Shares in accordance with written tenders only on terms fair to the Trust and to all Shareholders. (b) The Trustees may cause the Trust to repurchase or redeem Shares of a Shareholder or any person acquiring Shares from or through a Shareholder, on terms fair to the Trust and to the Shareholder or person acquiring Shares from or through such Shareholder, in the event that the Trustees, in their sole discretion, determine or have reason to believe that: (i) the Shares have been transferred in violation of Section 7.2 of this Trust Instrument, or the Shares have vested in any person other than by operation of law as the result of the death, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder; (ii) ownership of the Shares by a Shareholder or other person is likely to cause the Trust to be in violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction; (iii) continued ownership of the Shares may be harmful or injurious to the business or reputation of the Trust, the Trustees or the investment adviser or any of their Affiliated Persons, or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences; (iv) any of the representations and warranties made by a Shareholder or other person in connection with the acquisition of the Shares was not true when made or has ceased to be true; (v) with respect to a Shareholder subject to special regulatory or compliance requirements, such as those imposed by the Employee Retirement Income Security Act of 1974, as amended, the Bank Holding Company Act or certain Federal Communication Commission regulations, such Shareholder will likely be subject to additional regulatory or compliance requirements by virtue of continuing to hold Shares; or (vvi) it would be in the best interests of the Trust, as determined by the Trustees, for the Trust to repurchase the Shares. (c) Shares will be repurchased at their Net Asset Value determined as of the Valuation Date. Shareholders tendering Shares for repurchase will be asked to give written notice of their intent to do so by the date specified in the notice describing the terms of the applicable repurchase offer (a “Repurchase Notice”)offer, which date will be approximately 65 days prior to the date of repurchase by the Trust. Shareholders who tender may not have all of the tendered Shares repurchased by the Trust. If over-subscriptions occur, the Trustees may, in their complete and absolute discretion, Trust may elect to repurchase less than the full amount that a Shareholder requests to be repurchased. If a repurchase offer is oversubscribed, the Trust may repurchase only a pro rata portion of the amount tendered by each Shareholder. The Trustees, in their complete and absolute discretion, may under certain circumstances elect to postpone, suspend or terminate an offer to repurchase Shares. (d) The Trust will pay the value of the Shares to be repurchased within approximately 90 days after the time described in the Repurchase NoticeValuation Date. Payment of the purchase price for Shares will generally consist of cash or a promissory note, which will be non-transferable and need not bear interest, in an amount equal to a the percentage, as may be determined by the Trustees, of the estimated unaudited net asset value of the Shares repurchased by the Trust determined as of the Valuation Date (or as discussed below, 95% of such value if all Shares owned by a Shareholder are repurchased). This amount will be subject to adjustment within 45 days after completion of the annual audit of the Trust's financial statements for the fiscal year in which the repurchase is effected. To mitigate any effects of this, if all Shares owned by a Shareholder are repurchased, the Shareholder will receive an initial payment equal to 95% of the estimated value of the Shares (after adjusting for fees, expenses, reserves or other allocations or redemption charges). This amount will be ) within approximately 90 days after the Valuation Date, subject to adjustment after completion of audit adjustment, and the annual audit of the Trust’s financial statements for the fiscal year in which the repurchase is effected. Any balance due shall will be determined and paid within 45 days after the completion of the Trust’s annual audit. Notwithstanding anything to the contrary in this Section 7.3, the Trustees, in their discretion, may cause the Trust to pay all or any portion of the repurchase price in Securities in kind (or any combination of Securities in kind and cash) having a value, determined as of the Valuation Datedate of repurchase, equal to the amount of the repurchase price so paidto be repurchased. All repurchases of Shares will be subject to any and all conditions as the Trustees may impose in their sole discretion. The Trustees may, in their discretion, cause the Trust to repurchase all of a Shareholder’s Shares, if the Net Asset Value of the Shareholder’s Shares, as a result of repurchase or transfer requests by the Shareholder, is less than any $50,000 or such other minimum amount established by the Trustees from time to time in their sole discretion. Subject to the procedures of this Section 7.3, the amount due to any Shareholder whose Shares are repurchased will be equal to the Net Asset Value of the Shareholder’s Shares Shares, as of the Valuation Date. If all of a Shareholder’s Shares are repurchased, that Shareholder will cease to be a Shareholder. (e) Notwithstanding the foregoing, the Trust may postpone payment of the repurchase price and may suspend repurchases during any period or at any time when and to the extent permissible under the 1940 Act. (f) In the event that a Shareholder shall submit a request for the repurchase redemption of a greater number of Shares than are then allocated to such Shareholder, such request shall not be honored.

Repurchases and Redemptions. (a) Except as otherwise provided in this Trust Instrument, no Shareholder or other person holding Shares will have the right to withdraw or tender Shares to the Trust for repurchase. The Trustees may, from time to time, in their complete and exclusive discretion and on terms and conditions as they may determine, cause the Trust to repurchase Shares in accordance with written tenders. In determining whether to cause the Trust to repurchase Shares, pursuant to written tenders, the Trustees will consider the following factors, among others: (i) the recommendation of any investment adviser; (ii) whether any Shareholders have requested to tender Shares or portions thereof to the Trust; (iii) the liquidity of the Trust’s assets (including fees and costs associated with withdrawing from investments); (iv) the investment plans and working capital requirements of the Trust; (v) the relative economies of scale with respect to the size of the Trust; (vi) the history of the Trust in repurchasing Shares or portions thereof; (vii) the availability of information as to the value of the Trust’s assets;; and (viii) the economic condition of the securities markets and the economy generally as well as political, national or international developments or current affairs; and (ix) the anticipated tax consequences to the Trust of any proposed repurchases of Shares or portions thereof. The Trustees will cause the Trust to repurchase Shares in accordance with written tenders only on terms fair to the Trust and to all Shareholders. (b) The Trustees may cause the Trust to repurchase or redeem Shares of a Shareholder or any person acquiring Shares from or through a Shareholder, on terms fair to the Trust and to the Shareholder or person acquiring Shares from or through such Shareholder, in the event that the Trustees, in their sole discretion, determine or have reason to believe that: (i) the Shares have been transferred in violation of Section 7.2 of this Trust Instrument, or the Shares have vested in any person other than by operation of law as the result of the death, divorce, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder; (ii) ownership of the Shares by a Shareholder or other person is likely to cause the Trust to be in violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction; (iii) continued ownership of the Shares may be harmful or injurious to the business or reputation of the Trust, the Trustees or the investment adviser or any of their Affiliated Persons, or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences; (iv) any of the representations and warranties made by a Shareholder or other person in connection with the acquisition of the Shares was not true when made or has ceased to be true; or (v) it would be in the best interests of the Trust, as determined by the Trustees, for the Trust to repurchase the Shares. (c) Shares will be repurchased at their Net Asset Value determined as of the Valuation Date. Shareholders tendering Shares for repurchase will be asked to give written notice of their intent to do so by the date specified in the notice describing the terms of the applicable repurchase offer (a “Repurchase Notice”)offer, which date will be approximately 65 days prior to the date of repurchase by the Trust. Shareholders who tender may not have all of the tendered Shares repurchased by the Trust. If over-subscriptions occur, the Trustees may, in their complete and absolute discretion, Trust may elect to repurchase less than the full amount that a Shareholder requests to be repurchased. If a repurchase offer is oversubscribed, the Trust may repurchase only a pro rata portion of the amount tendered by each Shareholder. The Trustees, in their complete and absolute discretion, may under certain circumstances elect to postpone, suspend or terminate an offer to repurchase Shares. (d) The Trust will pay the value of the Shares to be repurchased within approximately 90 days after the time described in the Repurchase NoticeValuation Date. Payment of the purchase price for Shares will generally consist of cash or a promissory note, which will be non-transferable and need not bear interest, in an amount equal to a the percentage, as may be determined by the Trustees, of the estimated unaudited net asset value of the Shares repurchased by the Trust determined as of the Valuation Date (after adjusting for feesor as discussed below, expenses, reserves or other allocations or redemption charges95% of such value if all Shares owned by a Shareholder are repurchased). This amount will be subject to adjustment within 45 days after completion of the annual audit of the Trust’s financial statements for the fiscal year in which the repurchase is effected. Any To mitigate any effects of this, if all Shares owned by a Shareholder are repurchased, the Shareholder will receive an initial payment equal to 95% of the estimated value of the Shares (after adjusting for fees, expenses, reserves or other allocations or redemption charges) within approximately 90 days after the Valuation Date, subject to audit adjustment, and the balance due shall will be determined and paid within 45 days after the completion of the Trust’s annual audit. Notwithstanding anything to the contrary in this Section 7.3, the Trustees, in their discretion, may cause the Trust to pay all or any portion of the repurchase price in Securities in kind (or any combination of Securities in kind and cash) having a value, determined as of the Valuation Datedate of repurchase, equal to the amount of the repurchase price so paidto be repurchased. All repurchases of Shares will be subject to any and all conditions as the Trustees may impose in their sole discretion. The Trustees may, in their discretion, cause the Trust to repurchase all of a Shareholder’s Shares, if the Net Asset Value of the Shareholder’s Shares, as a result of repurchase or transfer requests by the Shareholder, is less than any $50,000 or such other minimum amount established by the Trustees from time to time in their sole discretion. Subject to the procedures of this Section 7.3, the amount due to any Shareholder whose Shares are repurchased will be equal to the Net Asset Value of the Shareholder’s Shares Shares, as of the Valuation Date. If all of a Shareholder’s Shares are repurchased, that Shareholder will cease to be a Shareholder. (e) Notwithstanding the foregoing, the Trust may postpone payment of the repurchase price and may suspend repurchases during any period or at any time when and to the extent permissible under the 1940 Act. (f) In the event that a Shareholder shall submit a request for the repurchase redemption of a greater number of Shares than are then allocated to such Shareholder, such request shall not be honored.

Repurchases and Redemptions. (a) Except as otherwise provided in this Trust Instrument, no Shareholder Unitholder or other person holding Shares Units will have the right to withdraw or tender Shares Units to the Trust for repurchase. The Trustees may, from time to time, in their complete and exclusive discretion and on terms and conditions as they may determine, cause the Trust to repurchase Shares Units in accordance with written tenders. In determining whether to cause the Trust to repurchase SharesUnits, pursuant to written tenders, the Trustees will consider the following factors, among others: (i) the recommendation of any investment adviser; (ii) whether any Shareholders Unitholders have requested to tender Shares Units or portions thereof to the Trust; (iii) the liquidity of the Trust’s assets (including fees and costs associated with withdrawing from investments); (iv) the investment plans and working capital requirements of the Trust; (v) the relative economies of scale with respect to the size of the Trust; (vi) the history of the Trust in repurchasing Shares Units or portions thereof; (vii) the availability of information as to the value of the Trust’s assets; (viii) the economic condition of the securities markets and the economy generally as well as political, national or international developments or current affairs; and (ix) the anticipated tax consequences to the Trust of any proposed repurchases of Shares Units or portions thereof. The Trustees will cause the Trust to repurchase Shares Units in accordance with written tenders only on terms fair to the Trust and to all ShareholdersUnitholders. (b) The Trustees may cause the Trust to repurchase or redeem Shares Units of a Shareholder Unitholder or any person acquiring Shares Units from or through a ShareholderUnitholder, on terms fair to the Trust and to the Shareholder Unitholder or person acquiring Shares Units from or through such ShareholderUnitholder, in the event that the Trustees, in their sole discretion, determine or have reason to believe that: (i) the Shares Units have been transferred in violation of Section 7.2 7 .1 of this Trust Instrument, or the Shares Units have vested in any person other than by operation of law as the result of the death, dissolution, bankruptcy, insolvency or adjudicated incompetence of the ShareholderUnitholder; (ii) ownership of the Shares Units by a Shareholder Unitholder or other person is likely to cause the Trust to be in violation of, or require registration of any Shares Units under, or subject the Trust to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction; (iii) continued ownership of the Shares Units may be harmful or injurious to the business or reputation of the Trust, the Trustees or the investment adviser or any of their Affiliated Persons, or may subject the Trust or any of the Shareholders Unitholders to an undue risk of adverse tax or other fiscal or regulatory consequences; (iv) any of the representations and warranties made by a Shareholder Unitholder or other person in connection with the acquisition of the Shares Units was not true when made or has ceased to be true; (v) with respect to a Unitholder subject to special regulatory or compliance requirements, such as those imposed by the Employee Retirement Income Security Act of 1974, as amended, the Bank Holding Company Act or certain Federal Communication Commission regulations, the Trust will likely be subject to additional regulatory or compliance requirements by virtue of such Unitholder continuing to hold Units; (vi) a Unitholder owns less than 100 Units; or (vvii) it would be in the best interests of the Trust, as determined by the Trustees, for the Trust to repurchase the SharesUnits. (c) Shares Units will be repurchased at their the Net Asset Value determined as of the Valuation Date. Shareholders Unitholders tendering Shares Units for repurchase will be asked to give written notice of their intent to do so by the date specified in the notice describing the terms of the applicable repurchase offer (a “Repurchase Notice”)offer, which date will be approximately ninety days prior to the date of repurchase by the Trust. Shareholders Unitholders who tender may not have all of the tendered Shares Units repurchased by the Trust. If over-subscriptions occur, the Trustees may, in their complete and absolute discretion, Trust may elect to repurchase less than the full amount that a Shareholder Unitholder requests to be repurchased. If a repurchase offer is oversubscribed, the Trust may will repurchase only a pro rata portion of the amount tendered by each ShareholderUnitholder except as otherwise provided by law . The Trustees, in their complete and absolute discretion, may under certain circumstances elect to postpone, suspend or terminate an offer to repurchase SharesUnits. (d) The Repurchases of Units by t he Trust will pay be payable promptly after the value Valuation Date or, in the case of an offer by the Trust to repurchase Units, promptly after the expiration date of the Shares to be repurchased within repurchase offer in accordance with the time described in terms of the Repurchase Noticerepurchase offer. Payment of the purchase price for Shares Units will generally consist of : (1) cash or a promissory note, which will be non-transferable and need not bear interest, in an amount equal to a the percentage, as may be determined by the Trustees, of the estimated unaudited net asset value N et A sset V alue of the Shares number of Units tendered by a Unitholder and repurchased by the Trust determined as of the Valuation Date (after adjusting for fees, expenses, reserves the “Initial Payment’); and (2) if determined to be appropriate by the Trustees or other allocations or redemption charges). This amount will be subject to adjustment after completion if the Initial Payment is less than 100% of the annual audit product of the estimated unaudited Net Asset Value and the number of Units tendered by a Unitholder and repurchased by the Trust’s , a promissory note, which may or may not be incorporated into the note applicable to the Initial Payment, entitling its holder to a contingent payment (the “Post-Audit Payment”) equal to the excess, if any, of (A) the product of the Net Asset Value and the number of Units tendered by the Unitholder and repurchased by the Trust as of the Valuation Date, determined based on the audited financial statements of the Trust for the fiscal year (defined below) in which the repurchase is effectede ffect ive, over (B) the Initial Payment. Any balance obligation under such a promissory note with respect to the Initial Payment will be due shall be determined and paid payable not more than ninety days after the Valuation Date, or if the Trust has requested withdrawal of its capital from any Underlying Funds (as defined in the Trust’s current prospectus) to fund the repurchase of Units, ten Trust business days after the Trust has received at least 90% of the aggregate amount withdrawn by the Trust from the Underlying Funds, whichever is later . Any obligation under such a promissory note with respect to the Post-Audit Payment will be due and payable within forty-five days after completion of the Trust’s annual audit. Notwithstanding anything to the contrary in this Section 7.37 .2, the Trustees, in their discretion, may cause the Trust to pay all or any portion of the repurchase purchase price in Securities securities in kind (or any combination of Securities securities in kind and cash) having a value, determined as of the Valuation DateDate , equal to the amount product of the repurchase price so paidNet Asset Value and the number of Units tendered by a Unitholder and repurchased by the Trust . All repurchases of Shares Units will be subject to any and all conditions as the Trustees may impose in their sole discretion. The Trustees may, in their discretion, cause the Trust to repurchase all of a ShareholderUnitholder’s Shares, Units if the Net Asset Value of the Shareholder’s Shares, as a result of repurchase or transfer requests by the Shareholder, is Unitholder owns less than any minimum amount established by the Trustees from time to time in their sole discretion100 Units. Subject to the procedures of this Section 7.37 .2, the amount due to any Shareholder Unitholder whose Shares Units are repurchased will be equal to the product of the Net Asset Value and the number of the ShareholderUnitholder’s Shares Units that are repurchased , as of the Valuation Date. If all of a ShareholderUnitholder’s Shares Units are repurchased, that Shareholder Unitholder will cease to be a ShareholderUnitholder. (e) Notwithstanding the foregoing, the Trust may cancel an offer to repurchase Units, may postpone payment of the repurchase price and may price, or suspend repurchases during any period or at any time when and to the extent permissible under the 1940 Actapplicable law . (f) In the event that a Shareholder Unitholder shall submit a request for the repurchase by the Trust of a greater number of Shares than are then allocated to Units owned by such ShareholderUnitholder, such request shall not be honored.

Repurchases and Redemptions. (a) Except as otherwise provided in this Trust Instrument, no Shareholder Unitholder or other person holding Shares Units will have the right to withdraw or tender Shares Units to the Trust for repurchase. The Trustees may, from time to time, in their complete and exclusive discretion and on terms and conditions as they may determine, cause the Trust to repurchase Shares Units in accordance with written tenders. In determining whether to cause the Trust to repurchase SharesUnits, pursuant to written tenders, the Trustees will consider the following factors, among others: (i) the recommendation of any investment adviser; (ii) whether any Shareholders Unitholders have requested to tender Shares Units or portions thereof to the Trust; (iii) the liquidity of the Trust’s assets (including fees and costs associated with withdrawing from investments); (iv) the investment plans and working capital requirements of the Trust; (v) the relative economies of scale with respect to the size of the Trust; (vi) the history of the Trust in repurchasing Shares Units or portions thereof; (vii) the availability of information as to the value of the Trust’s assets; (viii) the economic condition of the securities markets and the economy generally as well as political, national or international developments or current affairs; and (ix) the anticipated tax consequences to the Trust of any proposed repurchases of Shares Units or portions thereof. The Trustees will cause the Trust to repurchase Shares Units in accordance with written tenders only on terms fair to the Trust and to all ShareholdersUnitholders. (b) The Trustees may cause the Trust to repurchase or redeem Shares Units of a Shareholder Unitholder or any person acquiring Shares Units from or through a ShareholderUnitholder, on terms fair to the Trust and to the Shareholder Unitholder or person acquiring Shares Units from or through such ShareholderUnitholder, in the event that the Trustees, in their sole discretion, determine or have reason to believe that: (i) the Shares Units have been transferred in violation of Section 7.2 8.1 of this Trust Instrument, or the Shares Units have vested in any person other than by operation of law as the result of the death, dissolution, bankruptcy, insolvency or adjudicated incompetence of the ShareholderUnitholder; (ii) ownership of the Shares Units by a Shareholder Unitholder or other person is likely to cause the Trust to be in violation of, or require registration of any Shares Units under, or subject the Trust to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction; (iii) continued ownership of the Shares Units may be harmful or injurious to the business or reputation of the Trust, the Trustees or the investment adviser or any of their Affiliated Persons, or may subject the Trust or any of the Shareholders Unitholders to an undue risk of adverse tax or other fiscal or regulatory consequences; (iv) any of the representations and warranties made by a Shareholder Unitholder or other person in connection with the acquisition of the Shares Units was not true when made or has ceased to be true; (v) with respect to a Unitholder subject to special regulatory or compliance requirements, such as those imposed by the Employee Retirement Income Security Act of 1974, as amended, the Bank Holding Company Act or certain Federal Communication Commission regulations, such Unitholder will likely be subject to additional regulatory or compliance requirements by virtue of continuing to hold Units; or (vvi) it would be in the best interests of the Trust, as determined by the Trustees, for the Trust to repurchase the SharesUnits. (c) Shares Units will be repurchased at their Net Asset Value determined as of the Valuation Date. Shareholders Unitholders tendering Shares Units for repurchase will be asked to give written notice of their intent to do so by the date specified in the notice describing the terms of the applicable repurchase offer (a “Repurchase Notice”)offer, which date will be approximately ninety days prior to the date of repurchase by the Trust. Shareholders Unitholders who tender may not have all of the tendered Shares Units repurchased by the Trust. If over-subscriptions occur, the Trustees may, in their complete and absolute discretion, Trust may elect to repurchase less than the full amount that a Shareholder Unitholder requests to be repurchased. If a repurchase offer is oversubscribed, the Trust may repurchase only a pro rata portion of the amount tendered by each ShareholderUnitholder. The Trustees, in their complete and absolute discretion, may under certain circumstances elect to postpone, suspend or terminate an offer to repurchase SharesUnits. (d) The Trust will pay the value of the Shares Units to be repurchased within approximately ninety days after the time described in the Repurchase NoticeValuation Date. Payment of the purchase price for Shares Units will generally consist of cash or a promissory note, which will be non-transferable and need not bear interest, in an amount equal to a the percentage, as may be determined by the Trustees, of the estimated unaudited net asset value of the Shares Units repurchased by the Trust determined as of the Valuation Date (after adjusting for feesor as discussed below, expenses, reserves or other allocations or redemption charges95% of such value if all Units owned by a Unitholder are repurchased). This amount will be subject to adjustment within forty-five days after completion of the annual audit of the Trust’s financial statements for the fiscal year in which the repurchase is effectedaffected. Any To mitigate any effects of this, if all Units owned by a Unitholder are repurchased, the Unitholder will receive an initial payment equal to 95% of the estimated value of the Units (after adjusting for fees, expenses, reserves or other allocations or redemption charges) within approximately ninety days after the Valuation Date, subject to audit adjustment, and the balance due shall will be determined and paid within forty-five days after the completion of the Trust’s annual audit. Notwithstanding anything to the contrary in this Section 7.38.2, the Trustees, in their discretion, may cause the Trust to pay all or any portion of the repurchase price in Securities securities in kind (or any combination of Securities securities in kind and cash) having a value, determined as of the Valuation Datedate of repurchase, equal to the amount of the repurchase price so paidto be repurchased. All repurchases of Shares Units will be subject to any and all conditions as the Trustees may impose in their sole discretion. The Trustees may, in their discretion, cause the Trust to repurchase all of a ShareholderUnitholder’s SharesUnits, if the Net Asset Value of the ShareholderUnitholder’s SharesUnits, as a result of repurchase or transfer requests by the ShareholderUnitholder, is less than any $50,000 or such other minimum amount established by the Trustees from time to time in their sole discretion. Subject to the procedures of this Section 7.38.2, the amount due to any Shareholder Unitholder whose Shares Units are repurchased will be equal to the Net Asset Value of the ShareholderUnitholder’s Shares Units, as of the Valuation Date. If all of a ShareholderUnitholder’s Shares Units are repurchased, that Shareholder Unitholder will cease to be a ShareholderUnitholder. (e) Notwithstanding the foregoing, the Trust cancel an offer to repurchase Units, may postpone payment of the repurchase price and may price, or suspend repurchases during any period or at any time when and to the extent permissible under the 1940 Act. (f) In the event that a Shareholder Unitholder shall submit a request for the repurchase redemption of a greater number of Shares Units than are then allocated to such ShareholderUnitholder, such request shall not be honored.

Repurchases and Redemptions. (a) Except as otherwise provided in this Trust Instrument, no Shareholder or other person holding Shares will have the right to withdraw or tender Shares to the Trust for repurchase. The Trustees may, from time to time, in their complete and exclusive discretion and on terms and conditions as they may determine, cause the Trust to repurchase Shares in accordance with written tenders. In determining whether to cause the Trust to repurchase Shares, pursuant to written tenders, the Trustees will consider the following factors, among others: (i) the recommendation of any investment adviser; (ii) whether any Shareholders have requested to tender Shares or portions thereof to the Trust; (iii) the liquidity of the Trust’s assets (including fees and costs associated with withdrawing from investments); (iv) the investment plans and working capital requirements of the Trust; (v) the relative economies of scale with respect to the size of the Trust; (vi) the history of the Trust in repurchasing Shares or portions thereof; (vii) the availability of information as to the value of the Trust’s assets; (viii) the economic condition of the securities markets and the economy generally as well as political, national or international developments or current affairs; and (ix) the anticipated tax consequences to the Trust of any proposed repurchases of Shares or portions thereof. The Trustees will cause the Trust to repurchase Shares in accordance with written tenders only on terms fair to the Trust and to all Shareholders. (b) The Trustees may cause the Trust to repurchase or redeem Shares of a Shareholder or any person acquiring Shares from or through a Shareholder, on terms fair to the Trust and to the Shareholder or person acquiring Shares from or through such Shareholder, in the event that the Trustees, in their sole discretion, determine or have reason to believe that: (i) the Shares have been transferred in violation of Section 7.2 of this Trust Instrument, or the Shares have vested in any person other than by operation of law as the result of the death, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder; (ii) ownership of the Shares by a Shareholder or other person is likely to cause the Trust to be in violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction; (iii) continued ownership of the Shares may be harmful or injurious to the business or reputation of the Trust, the Trustees or the investment adviser or any of their Affiliated Persons, or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences; (iv) any of the representations and warranties made by a Shareholder or other person in connection with the acquisition of the Shares was not true when made or has ceased to be true; or (v) it would be in the best interests of the Trust, as determined by the Trustees, for the Trust to repurchase the Shares. (c) Shares will be repurchased at their Net Asset Value determined as of the Valuation Date. Shareholders tendering Shares for repurchase will be asked to give written notice of their intent to do so by the date specified in the notice describing the terms of the applicable repurchase offer (a “Repurchase Notice”)offer, which date will be approximately 95 days prior to the date of repurchase by the Trust. Shareholders who tender may not have all of the tendered Shares repurchased by the Trust. If over-subscriptions occur, the Trustees may, in their complete and absolute discretion, Trust may elect to repurchase less than the full amount that a Shareholder requests to be repurchased. If a repurchase offer is oversubscribed, the Trust may repurchase only a pro rata portion of the amount tendered by each Shareholder. The Trustees, in their complete and absolute discretion, may under certain circumstances elect to postpone, suspend or terminate an offer to repurchase Shares. (d) The Trust will pay the value of the Shares to be repurchased within approximately 45 days after the time described in the Repurchase NoticeValuation Date. Payment of the purchase price for Shares will generally consist of cash or a promissory note, which will be non-transferable and need not bear interest, in an amount equal to a the percentage, as may be determined by the Trustees, of the estimated unaudited net asset value of the Shares repurchased by the Trust determined as of the Valuation Date (after adjusting for feesor as discussed below, expenses, reserves or other allocations or redemption charges95% of such value if all Shares owned by a Shareholder are repurchased). This amount will be subject to adjustment within 45 days after completion of the annual audit of the Trust’s financial statements for the fiscal year in which the repurchase is effected. Any To mitigate any effects of this, if all Shares owned by a Shareholder are repurchased, the Shareholder will receive an initial payment equal to 95% of the estimated value of the Shares (after adjusting for fees, expenses, reserves or other allocations or redemption charges) within approximately 45 days after the Valuation Date, subject to audit adjustment, and the balance due shall will be determined and paid within 45 days after the completion of the Trust’s annual audit. Notwithstanding anything to the contrary in this Section 7.3, the Trustees, in their discretion, may cause the Trust to pay all or any portion of the repurchase price in Securities in kind (or any combination of Securities in kind and cash) having a value, determined as of the Valuation Datedate of repurchase, equal to the amount of the repurchase price so paidto be repurchased. All repurchases of Shares will be subject to any and all conditions as the Trustees may impose in their sole discretion. The Trustees may, in their discretion, cause the Trust to repurchase all of a Shareholder’s Shares, if the Net Asset Value of the Shareholder’s Shares, as a result of repurchase or transfer requests by the Shareholder, is less than any $50,000 or such other minimum amount established by the Trustees from time to time in their sole discretion. Subject to the procedures of this Section 7.3, the amount due to any Shareholder whose Shares are repurchased will be equal to the Net Asset Value of the Shareholder’s Shares Shares, as of the Valuation Date. If all of a Shareholder’s Shares are repurchased, that Shareholder will cease to be a Shareholder. (e) Notwithstanding the foregoing, the Trust may postpone payment of the repurchase price and may suspend repurchases during any period or at any time when and to the extent permissible under the 1940 Act. (f) In the event that a Shareholder shall submit a request for the repurchase redemption of a greater number of Shares than are then allocated to such Shareholder, such request shall not be honored.

Repurchases and Redemptions. (a) Except as otherwise provided in this Trust Instrument, no Shareholder or other person holding Shares will have the right to withdraw or tender Shares to the Trust for repurchase. The Trustees may, from time to time, in their complete and exclusive discretion and on terms and conditions as they may determine, cause the Trust to repurchase Shares in accordance with written tenders. In determining whether to cause the Trust to repurchase Shares, pursuant to written tenders, the Trustees will consider the following factors, among others: (i) the recommendation of any investment adviser; (ii) whether any Shareholders have requested to tender Shares or portions thereof to the Trust; (iii) the liquidity of the Trust’s assets (including fees and costs associated with withdrawing from investments); (iv) the investment plans and working capital requirements of the Trust; (v) the relative economies of scale with respect to the size of the Trust; (vi) the history of the Trust in repurchasing Shares or portions thereof; (vii) the availability of information as to the value of the Trust’s assets; (viii) the economic condition of the securities markets and the economy generally as well as political, national or international developments or current affairs; and (ix) the anticipated tax consequences to the Trust of any proposed repurchases of Shares or portions thereof. The Trustees will cause the Trust to repurchase Shares in accordance with written tenders only on terms fair to the Trust and to all Shareholders. (b) The Trustees may cause the Trust to repurchase or redeem Shares of a Shareholder or any person acquiring Shares from or through a Shareholder, on terms fair to the Trust and to the Shareholder or person acquiring Shares from or through such Shareholder, in the event that the Trustees, in their sole discretion, determine or have reason to believe that: (i) the Shares have been transferred in violation of Section 7.2 of this Trust Instrument, or the Shares have vested in any person other than by operation of law as the result of the death, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder; (ii) ownership of the Shares by a Shareholder or other person is likely to cause the Trust to be in violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction; (iii) continued ownership of the Shares may be harmful or injurious to the business or reputation of the Trust, the Trustees or the investment adviser or any of their Affiliated Persons, or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences; (iv) any of the representations and warranties made by a Shareholder or other person in connection with the acquisition of the Shares was not true when made or has ceased to be true; or (v) it would be in the best interests of the Trust, as determined by the Trustees, for the Trust to repurchase the Shares. (c) Shares will be repurchased at their Net Asset Value determined as of the Valuation Date. Shareholders tendering Shares for repurchase will be asked to give written notice of their intent to do so by the date specified in the notice describing the terms of the applicable repurchase offer (a “Repurchase Notice”)offer, which date will be approximately 95 days prior to the date of repurchase by the Trust. Shareholders who tender may not have all of the tendered Shares repurchased by the Trust. If over-subscriptions occur, the Trustees may, in their complete and absolute discretion, Trust may elect to repurchase less than the full amount that a Shareholder requests to be repurchased. If a repurchase offer is oversubscribed, the Trust may repurchase only a pro rata portion of the amount tendered by each Shareholder. The Trustees, in their complete and absolute discretion, may under certain circumstances elect to postpone, suspend or terminate an offer to repurchase Shares. (d) The Trust will pay the value of the Shares to be repurchased within approximately 45 days after the time described in the Repurchase NoticeValuation Date. Payment of the purchase price for Shares will generally consist of cash or a promissory note, which will be non-transferable and need not bear interest, in an amount equal to a the percentage, as may be determined by the Trustees, of the estimated unaudited net asset value of the Shares repurchased by the Trust determined as of the Valuation Date (after adjusting for feesor as discussed below, expenses, reserves or other allocations or redemption charges95% of such value if all Shares owned by a Shareholder are repurchased). This amount will be subject to adjustment within 45 days after completion of the annual audit of the Trust’s financial statements for the fiscal year in which the repurchase is effected. Any To mitigate any effects of this, if all Shares owned by a Shareholder are repurchased, the Shareholder will receive an initial payment equal to 95% of the estimated value of the Shares (after adjusting for fees, expenses, reserves or other allocations or redemption charges) within approximately 45 days after the Valuation Date, subject to audit adjustment, and the balance due shall will be determined and paid within 45 days after the completion of the Trust’s annual audit. Notwithstanding anything to the contrary in this Section 7.3, the Trustees, in their discretion, may cause the Trust to pay all or any portion of the repurchase price in Securities in kind (or any combination of Securities in kind and cash) having a value, determined as of the Valuation Datedate of repurchase, equal to the amount of the repurchase price so paidto be repurchased. All repurchases of Shares will be subject to any and all conditions as the Trustees may impose in their sole discretion. The Trustees may, in their discretion, cause the Trust to repurchase all of a Shareholder’s Shares, if the Net Asset Value of the Shareholder’s Shares, as a result of repurchase or transfer requests by the Shareholder, is less than any $25,000 or such other minimum amount established by the Trustees from time to time in their sole discretion. Subject to the procedures of this Section 7.3, the amount due to any Shareholder whose Shares are repurchased will be equal to the Net Asset Value of the Shareholder’s Shares Shares, as of the Valuation Date. If all of a Shareholder’s Shares are repurchased, that Shareholder will cease to be a Shareholder. (e) Notwithstanding the foregoing, the Trust may postpone payment of the repurchase price and may suspend repurchases during any period or at any time when and to the extent permissible under the 1940 Act. (f) In the event that a Shareholder shall submit a request for the repurchase redemption of a greater number of Shares than are then allocated to such Shareholder, such request shall not be honored.