Common use of Shares of Beneficial Interest Clause in Contracts

Shares of Beneficial Interest. (a) The Trustees may, without Shareholder approval, authorize the creation and issuance of one or more classes of Shares (which classes may be designated as one or more series), with Shares of each such class or series having such par value (or no par value) and such preferences, voting powers, terms of redemption, if any, and special or relative rights or privileges (including conversion rights, if any) as the Trustees may determine. Subject to applicable law, the Trustees may, without Shareholder approval, authorize the Trust to issue subscription or other rights representing interests in Shares to existing Shareholders or other persons subject to such terms and conditions as the Trustees may determine. The number of Shares of each class or series authorized shall be unlimited, and, unless otherwise provided in the Governing Instrument, the Shares so authorized may be represented in part by fractional Shares. The Trustees may without Shareholder approval from time to time divide or combine the Shares of any class or series into a greater or lesser number without thereby changing the proportionate beneficial interest in the class or series. All Shares issued hereunder, including without limitation, Shares issued in connection with a dividend or other distribution in Shares or a split or reverse split of shares, when issued on the terms determined by the Trustees, shall be fully paid and nonassessable. (b) The Shares shall initially be designated as one class, a class of an unlimited number of common Shares, no par value (the “Common Shares”), having the powers, preferences, rights, qualifications, limitations and restrictions described below. The Trustees, without shareholder approval, may also, from time to time, issue a class of an unlimited number of preferred Shares (the “Preferred Shares”), having such par value (or no par value), powers, preferences, rights, qualifications, limitations and restrictions as shall be set forth in a written instrument or resolution or resolutions adopted by the Trustees. Following the issuance of Preferred Shares, when no Preferred Shares or series of Preferred Shares remain outstanding, the Trustees may adopt a resolution eliminating such Preferred Shares or Preferred Shares of the applicable series, subject to the right of the Trustees to issue Preferred Shares or Preferred Shares of a series pursuant to a future resolution or resolutions. To the extent that the Trustees authorize and issue Preferred Shares, they are hereby authorized and empowered to amend, restate or supplement this Agreement as they deem necessary or appropriate, including to comply with the requirements of the 1940 Act or requirements imposed by the rating agencies or other Persons, all without the approval of Shareholders. (c) Shareholders shall have no power to vote on any matter except matters on which a vote of Shareholders is required by the 1940 Act or the Governing Instrument. (d) Subject to any Board resolution establishing and designating a class of Shares, Shareholders shall have no preemptive or other right to subscribe for new or additional authorized, but unissued Shares or other securities issued by the Trust. (e) Subject to the rights of the holders of Preferred Shares, if any, dividends or other distributions, when, as and if declared by the Board, shall be shared equally by the holders of Common Shares on a share for share basis. Subject to the rights of the holders of Preferred Shares, if any, in the event of the dissolution of the Trust, the holders of the Common Shares shall be entitled to receive pro rata the net distributable assets of the Trust. (f) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person has an economic or other interest, may acquire, own, hold and dispose of Shares in the Trust, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell and may purchase such Shares from any such Person or any such organization, subject to the limitations, restrictions or other provisions applicable to the sale or purchase of such shares herein, the 1940 Act and other applicable law.

Shares of Beneficial Interest. (a) The interest of the beneficiaries of the Trust initially shall be divided into common shares of beneficial interest of $.01 par value per share. The number of common shares authorized hereunder is unlimited. All shares issued, including, without limitation, those issued in connection with a dividend or distribution or a share split, shall be fully paid and nonassessable. The Trustees may, without Shareholder approval, authorize the creation and issuance of one or more classes Classes of Shares (which classes Classes may without Shareholder approval be designated as one divided by the Trustees into two or more seriesSeries), with Shares of each such class Class or series Series having such par value (or no par value) and such preferences, voting powers, terms of redemption, if any, powers and special or relative rights or privileges (including conversion rights, if any) as the Trustees may determine. Subject to applicable law, determine and as shall be set forth in a resolution adopted in accordance with the Trustees may, without Shareholder approval, authorize the Trust to issue subscription or other rights representing interests in Shares to existing Shareholders or other persons subject to such terms and conditions as the Trustees may determineBy-Laws. The number of Shares of each class Class or series Series authorized shall be unlimited, and, unless unlimited except as the By-Laws may otherwise provided in the Governing Instrument, the Shares so authorized may be represented in part by fractional Sharesprovide. The Trustees may without Shareholder approval from time to time divide or combine the Shares of any class Class or series Series into a greater or lesser number without thereby changing the proportionate beneficial interest in the class Class or seriesSeries. All The ownership of Shares issued hereunder, including without limitation, Shares issued in connection with a dividend or other distribution in Shares shall be recorded on the books of the Trust or a split transfer or reverse split similar agent. No certificates certifying the ownership of shares, when issued on the terms determined by the Trustees, Shares shall be fully paid and nonassessable. (b) The Shares shall initially be designated issued except as one class, a class of an unlimited number of common Shares, no par value (the “Common Shares”), having the powers, preferences, rights, qualifications, limitations and restrictions described below. The Trustees, without shareholder approval, Trustees may also, otherwise determine from time to time, issue a class of an unlimited number of preferred Shares (the “Preferred Shares”), having . The Trustees may make such par value (or no par value), powers, preferences, rights, qualifications, limitations and restrictions rules as shall be set forth in a written instrument or resolution or resolutions adopted by the Trustees. Following they consider appropriate for the issuance of Preferred Shares, when no Preferred Shares or series of Preferred Shares remain outstandingShare certificates, the Trustees may adopt a resolution eliminating such Preferred transfer of Shares or Preferred Shares and similar matters. The record books of the applicable series, subject to the right of the Trustees to issue Preferred Shares or Preferred Shares of a series pursuant to a future resolution or resolutions. To the extent that the Trustees authorize and issue Preferred Shares, they are hereby authorized and empowered to amend, restate or supplement this Agreement Trust as they deem necessary or appropriate, including to comply with the requirements of the 1940 Act or requirements imposed kept by the rating agencies Trust or other Persons, all without the approval of Shareholders. (c) Shareholders shall have no power to vote on any matter except matters on which a vote of Shareholders is required by the 1940 Act transfer or the Governing Instrument. (d) Subject to any Board resolution establishing and designating a class of Shares, Shareholders shall have no preemptive or other right to subscribe for new or additional authorized, but unissued Shares or other securities issued by the Trust. (e) Subject to the rights of the holders of Preferred Shares, if any, dividends or other distributions, whensimilar agent, as and if declared by the Boardcase may be, shall be shared equally by conclusive as to who are the holders Shareholders of Common Shares on a share for share basis. Subject each Class or Series and as to the rights number of Shares of each Class or Series held from time to time by each Shareholder. The Trustees may at any time discontinue the holders issuance of Preferred SharesShare certificates and may, if anyby written notice to each Shareholder, in require the event surrender of Share certificates to the dissolution of Trust for cancellation. Such surrender and cancellation shall not affect the Trust, the holders of the Common Shares shall be entitled to receive pro rata the net distributable assets of the Trust. (f) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person has an economic or other interest, may acquire, own, hold and dispose ownership of Shares in the Trust, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell and may purchase such Shares from any such Person or any such organization, subject to the limitations, restrictions or other provisions applicable to the sale or purchase of such shares herein, the 1940 Act and other applicable law.

Shares of Beneficial Interest. (a) The Trustees may, without Shareholder approval, authorize the creation and issuance of one or more classes of Shares (which classes may be designated as one or more series), with Shares of each such class or series having such par value (or no par value) and such preferences, voting powers, terms of redemption, if any, and special or relative rights or privileges (including conversion rights, if any) as the Trustees may determine. Subject to applicable law, the Trustees may, without Shareholder approval, authorize the Trust to issue subscription or other rights representing interests in Shares to existing Shareholders or other persons subject to such terms and conditions as the Trustees may determine. The number of Shares of each class or series authorized shall be unlimited, and, unless otherwise provided in the Governing Instrument, the Shares so authorized may be represented in part by fractional Sharesshares. The Trustees may without Shareholder approval from time to time divide or combine the Shares of any class or series into a greater or lesser number without thereby changing the proportionate beneficial interest in the class or series. All Shares issued hereunder, including without limitation, Shares issued in connection with a dividend or other distribution in Shares or a split or reverse split of shares, when issued on the terms determined by the Trustees, shall be fully paid and nonassessable. (b) The Shares shall initially be designated as one class, a class of an unlimited number of common Shares, no par value (the “"Common Shares”"), having the powers, preferences, rights, qualifications, limitations and restrictions described below. The Trustees, without shareholder approval, may also, from time to time, issue a class of an unlimited number of preferred Shares (the “Preferred Shares”), having such par value (or no par value), powers, preferences, rights, qualifications, limitations and restrictions as shall be set forth in a written instrument or resolution or resolutions adopted by the Trustees. Following the issuance of Preferred Shares, when no Preferred Shares or series of Preferred Shares remain outstanding, the Trustees may adopt a resolution eliminating such Preferred Shares or Preferred Shares of the applicable series, subject to the right of the Trustees to issue Preferred Shares or Preferred Shares of a series pursuant to a future resolution or resolutions. To the extent that the Trustees authorize and issue Preferred Shares, they are hereby authorized and empowered to amend, restate or supplement this Agreement as they deem necessary or appropriate, including to comply with the requirements of the 1940 Act or requirements imposed by the rating agencies or other Persons, all without the approval of Shareholders. (c) Shareholders shall have no power to vote on any matter except matters on which a vote of Shareholders is required by the 1940 Act or the Governing Instrument. (d) Subject to any Board resolution establishing and designating a class of Shares, Shareholders shall have no preemptive or other right to subscribe for new or additional authorized, but unissued Shares or other securities issued by the Trust. (e) Subject to the rights of the holders of Preferred Shares, if any, dividends or other distributions, when, as and if declared by the Board, shall be shared equally by the holders of Common Shares on a share for share basis. Subject to the rights of the holders of Preferred Shares, if any, in the event of the dissolution of the Trust, the holders of the Common Shares shall be entitled to receive pro rata the net distributable assets of the Trust. (f) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person has an economic or other interest, may acquire, own, hold and dispose of Shares in the Trust, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell and may purchase such Shares from any such Person or any such organization, subject to the limitations, restrictions or other provisions applicable to the sale or purchase of such shares herein, the 1940 Act and other applicable law.described

Shares of Beneficial Interest. (a) The Trustees maybeneficial interest in the Trust shall at all times be divided into transferable Shares, without Shareholder approval, authorize the creation and issuance of one or more classes of Shares (which classes may be designated as one or more series), with Shares of each such class or series having such par value (or no $1.00 par value) and such preferences, voting powerseach of which shall represent an equal proportionate interest in the Trust with each other Share outstanding, terms of redemptionnone having priority or preference over another, if any, and special or relative rights or privileges (including conversion rights, if any) as except to the extent modified by the Trustees may determine. Subject to applicable law, under the Trustees may, without Shareholder approval, authorize the Trust to issue subscription or other rights representing interests in Shares to existing Shareholders or other persons subject to such terms and conditions as the Trustees may determineprovisions of this Section. The number of Shares of each class or series authorized shall be unlimited, and, unless otherwise provided in the Governing Instrument, the Shares so authorized which may be represented in part by fractional Sharesissued is unlimited. The Trustees may without Shareholder approval from time to time divide or combine the outstanding Shares of any class or series into a greater or lesser number without thereby changing the proportionate beneficial interest interests in the class or seriesTrust. All Contributions to the Trust may be accepted for, and Shares issued hereunder, including without limitation, Shares issued in connection with a dividend or other distribution in Shares or a split or reverse split of shares, when issued on the terms determined by the Trustees, shall be fully paid and nonassessable. (b) The redeemed as, whole Shares shall initially be designated as one class, a class of an unlimited number of common Shares, no par value (the “Common Shares”), having the powers, preferences, rights, qualifications, limitations and restrictions described belowand/or fractions. The Trustees, without shareholder approval, may also, from From time to time, issue a class of an unlimited number of preferred Shares (the “Preferred Shares”), having such par value (or no par value), powers, preferences, rights, qualifications, limitations and restrictions as shall be set forth in a written instrument or resolution or resolutions adopted by the Trustees. Following the issuance of Preferred Shares, when no Preferred Shares or series of Preferred Shares remain outstandingthey deem appropriate, the Trustees may adopt a resolution eliminating such Preferred create additional Series and/or Classes of Series of Shares, in addition to the Shares or Preferred initially created under this instrument ("Original Series"). References in this Trust Agreement to Shares of the applicable seriesTrust shall apply, subject as appropriate, to each such Series of Shares and to each such Class of Shares. Any additional Series of Shares created hereunder shall represent the right of beneficial interest in the assets (and related liabilities) allocated by the Trustees to issue Preferred such Series of Shares or Preferred and acquired by the Trust only after creation of the respective Series of Shares and only on account of a series pursuant to a future resolution or resolutionssuch Series. To the extent that If the Trustees authorize and issue Preferred create any additional Series of Shares hereunder, then the Original Series shall be deemed a separate Series of Shares, they are hereby authorized and empowered to amend, restate or supplement this Agreement as they deem necessary or appropriate, including to comply with the requirements . Upon creation of the 1940 Act or requirements imposed by the rating agencies or other Persons, all without the approval of Shareholders. (c) Shareholders shall have no power to vote on any matter except matters on which a vote of Shareholders is required by the 1940 Act or the Governing Instrument. (d) Subject to any Board resolution establishing and designating a class each Series of Shares, Shareholders shall have no preemptive or other right to subscribe for new or additional authorized, but unissued Shares or other securities issued by the Trust. (e) Subject Trustees may designate it appropriately and determine the investment policies with respect to the rights assets allocated to such Series of the holders of Preferred Shares, if anyredemption rights, dividends or other distributionsdividend policies, whenconversion rights, as and if declared by the Boardliquidation rights, shall be shared equally by the holders of Common Shares on a share for share basis. Subject to the rights of the holders of Preferred Shares, if any, in the event of the dissolution of the Trust, the holders of the Common Shares shall be entitled to receive pro rata the net distributable assets of the Trust. (f) Any Trustee, officer or other agent of the Trustvoting rights, and any organization in which any such Person has an economic or other interest, may acquire, own, hold rights and dispose of Shares in restrictions as the Trust, whether such Shares are authorized but unissued, or already outstandingTrustees deem appropriate, to the same extent as if not inconsistent with the provisions of this Trust Agreement. The Trustees may divide any Series (including the Original Series) into more than one Class of Shares. Upon creation of each additional Class of Shares the Trustees may designate it appropriately and determine its rights and restrictions (including without limitation such Person were not a Trusteeredemption rights, officer or other agent of the Trust; and the Trust may issue and sell and may purchase such Shares from any such Person or any such organizationdividend rights, subject to the limitationsconversion rights, restrictions or other provisions applicable to the sale or purchase of such shares hereinliquidation rights, the 1940 Act voting rights, and other applicable lawrights and restrictions as the Trustees deem appropriate).

Shares of Beneficial Interest. (a) The Trustees may, without Shareholder approval, authorize the creation and issuance of one or more classes of Shares (which classes may be designated as one or more series), with Shares of each such class or series having such par value (or no par value) and such preferences, voting powers, terms of redemption, if any, and special or relative rights or privileges (including conversion rights, if any) as the Trustees may determine. Subject to applicable law, the Trustees may, without Shareholder approval, authorize the Trust to issue subscription or other rights representing interests in Shares to existing Shareholders or other persons subject to such terms and conditions as the Trustees may determine. The number of Shares of each class or series authorized shall be unlimited, and, unless otherwise provided in the Governing Instrument, the Shares so authorized may be represented in part by fractional Sharesshares. The Trustees may without Shareholder approval from time to time divide or combine the Shares of any class or series into a greater or lesser number without thereby changing the proportionate beneficial interest in the class or series. All Shares issued hereunder, including without limitation, Shares issued in connection with a dividend or other distribution in Shares or a split or reverse split of shares, when issued on the terms determined by the Trustees, shall be fully paid and nonassessable. (b) The Shares shall initially be designated as one class, a class of an unlimited number of common Shares, no par value (the “Common Shares”), having the powers, preferences, rights, qualifications, limitations and restrictions described below. The Trustees, without shareholder approval, may also, from time to time, issue a class of an unlimited number of preferred Shares (the “Preferred Shares”), having such par value (or no par value), powers, preferences, rights, qualifications, limitations and restrictions as shall be set forth in a written instrument or resolution or resolutions adopted by the Trustees. Following the issuance of Preferred Shares, when no Preferred Shares or series of Preferred Shares remain outstanding, the Trustees may adopt a resolution eliminating such Preferred Shares or Preferred Shares of the applicable series, subject to the right of the Trustees to issue Preferred Shares or Preferred Shares of a series pursuant to a future resolution or resolutions. To the extent that the Trustees authorize and issue Preferred Shares, they are hereby authorized and empowered to amend, restate or supplement this Agreement as they deem necessary or appropriate, including to comply with the requirements of the 1940 Act or requirements imposed by the rating agencies or other Persons, all without the approval of Shareholders. (c) Shareholders shall have no power to vote on any matter except matters on which a vote of Shareholders is required by the 1940 Act or the Governing Instrument. (d) Subject to any Board resolution establishing and designating a class of Shares, Shareholders shall have no preemptive or other right to subscribe for new or additional authorized, but unissued Shares or other securities issued by the Trust. (e) Subject to the rights of the holders of Preferred Shares, if any, dividends or other distributions, when, as and if declared by the Board, shall be shared equally by the holders of Common Shares on a share for share basis. Subject to the rights of the holders of Preferred Shares, if any, in the event of the dissolution of the Trust, the holders of the Common Shares shall be entitled to receive pro rata the net distributable assets of the Trust. (f) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person has an economic or other interest, may acquire, own, hold and dispose of Shares in the Trust, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell and may purchase such Shares from any such Person or any such organization, subject to the limitations, restrictions or other provisions applicable to the sale or purchase of such shares herein, the 1940 Act and other applicable law.described

Shares of Beneficial Interest. (a) The Trustees may, without Shareholder approval, authorize the creation and issuance of one or more classes of Shares (which classes may be designated as one or more series), with Shares of each such class or series having such par value (or no par value) and such preferences, voting powers, terms of redemption, if any, and special or relative rights or privileges (including conversion rights, if any) as the Trustees may determine. Subject to applicable law, the Trustees may, without Shareholder approval, authorize the Trust to issue subscription or other rights representing interests in Shares to existing Shareholders or other persons subject to such terms and conditions as the Trustees may determine. The number of Shares of each class or series authorized shall be unlimited, and, unless otherwise provided in the Governing Instrument, the Shares so authorized may be represented in part by fractional Shares. The Trustees may without Shareholder approval from time to time divide or combine the Shares of any class or series into a greater or lesser number without thereby changing the proportionate beneficial interest in the class or series. All Shares issued hereunder, including without limitation, Shares issued in connection with a dividend or other distribution in Shares or a split or reverse split of shares, when issued on the terms determined by the Trustees, shall be fully paid and nonassessable. (b) The Shares shall initially be designated as one class, a class of an unlimited number of common Shares, no par value (the “"Common Shares”"), having the powers, preferences, rights, qualifications, limitations and restrictions described below. The Trustees, without shareholder approval, may also, from time to time, issue a class of an unlimited number of preferred Shares (the “"Preferred Shares”"), having such par value (or no par value), powers, preferences, rights, qualifications, limitations and restrictions as shall be set forth in a written instrument or resolution or resolutions adopted by the Trustees. Following the issuance of Preferred Shares, when no Preferred Shares or series of Preferred Shares remain outstanding, the Trustees may adopt a resolution eliminating such Preferred Shares or Preferred Shares of the applicable series, subject to the right of the Trustees to issue Preferred Shares or Preferred Shares of a series pursuant to a future resolution or resolutions. To the extent that the Trustees authorize and issue Preferred Shares, they are hereby authorized and empowered to amend, restate or supplement this Agreement as they deem necessary or appropriate, including to comply with the requirements of the 1940 Act or requirements imposed by the rating agencies or other Persons, all without the approval of Shareholders. (c) Shareholders shall have no power to vote on any matter except matters on which a vote of Shareholders is required by the 1940 Act or the Governing Instrument. (d) Subject to any Board resolution establishing and designating a class of Shares, Shareholders shall have no preemptive or other right to subscribe for new or additional authorized, but unissued Shares or other securities issued by the Trust. (e) Subject to the rights of the holders of Preferred Shares, if any, dividends or other distributions, when, as and if declared by the Board, shall be shared equally by the holders of Common Shares on a share for share basis. Subject to the rights of the holders of Preferred Shares, if any, in the event of the dissolution of the Trust, the holders of the Common Shares shall be entitled to receive pro rata the net distributable assets of the Trust. (f) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person has an economic or other interest, may acquire, own, hold and dispose of Shares in the Trust, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell and may purchase such Shares from any such Person or any such organization, subject to the limitations, restrictions or other provisions applicable to the sale or purchase of such shares herein, the 1940 Act and other applicable law.

Shares of Beneficial Interest. (a) The Trustees Board may, without Shareholder approval, authorize the creation and issuance of one or more classes of Shares (which classes may be designated as one divided into two or more series), with Shares of each such class or series having such par value (or no par value) and such preferences, voting powers, terms of redemption, if any, and special or relative rights or privileges (including conversion rights, if any) as the Trustees Board may determine. Subject to applicable law, the Trustees Board may, without Shareholder approval, authorize the Trust to issue subscription or other rights representing interests in Shares to existing Shareholders or other persons subject to such terms and conditions as the Trustees Board may determine. The number of Shares authorized of each class or series authorized shall be unlimited, and, unless otherwise provided in the Governing Instrument, and the Shares so authorized may be represented in part by fractional Sharesshares. The Trustees Board may without Shareholder approval from time to time divide or combine the Shares of any class or series into a greater or lesser number without thereby changing the proportionate beneficial interest in the class or series. All Shares issued hereunder, including without limitation, limitation Shares issued in connection with a dividend or other distribution in Shares or a split or reverse split of shares, when issued on the terms determined by the Trustees, shall be fully paid and nonassessable. (b) The Shares shall initially be designated as consist of one class, a class of an unlimited number of common Shares, no par value (the “Common Shares”), having the powers, preferences, rights, qualifications, limitations and restrictions described below. The Trustees, without shareholder approval, Trust may also, from time to time, issue a class of an unlimited number of preferred Shares Shares, (the “Preferred Shares”), having such par value (or no par value), the powers, preferences, rights, qualifications, limitations and restrictions as shall be set forth in a written instrument or resolution or resolutions adopted by the Trustees. Following the issuance of Preferred Shares, when no Preferred Shares or series of Preferred Shares remain outstanding, the Trustees Board may adopt a resolution eliminating such Preferred Shares or Preferred Shares of the applicable series, subject to the right of the Trustees to issue Preferred Shares or Preferred Shares of a series pursuant to a future resolution or resolutions. To the extent that the Trustees authorize and issue Preferred Shares, they are hereby authorized and empowered to amend, restate or supplement this Agreement as they deem necessary or appropriate, including to comply with the requirements of the 1940 Act or requirements imposed by the rating agencies or other Persons, all without the approval of Shareholdersdetermine. (c) Shareholders shall have no power to vote on any matter except matters on which a vote of Shareholders is required Dividends or other distributions, when, as and if declared by the 1940 Act Board, shall be shared equally by the holders of Common Shares on a share for share basis, subject to the rights of the holders of any Preferred Shares. The Board may direct that any dividends or other distributions or any portion thereof shall be paid in cash, or, alternatively, may direct that any such dividends be reinvested in full and fractional Shares of the Governing InstrumentTrust. In the event of the termination of the Trust, the holders of the Common Shares shall be entitled to receive pro rata the net distributable assets of the Trust, subject to the rights of the holders of any Preferred Shares. (d) Each Share shall entitle its holder to the voting rights as provided in Article VI hereof. (e) Subject to any Board resolution establishing and designating a class of Shares, Shareholders shall have no preemptive or other right to subscribe for new or additional authorized, but unissued Shares shares or other securities issued by the Trust. (e) Subject to the rights of the holders of Preferred Shares, if any, dividends or other distributions, when, as and if declared by the Board, shall be shared equally by the holders of Common Shares on a share for share basis. Subject to the rights of the holders of Preferred Shares, if any, in the event of the dissolution of the Trust, the holders of the Common Shares shall be entitled to receive pro rata the net distributable assets of the Trust. (f) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person has an economic or other interest, may acquire, own, hold and dispose of Shares shares of beneficial interest in the Trust, whether such Shares are authorized but unissued, or already outstanding, Trust to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell and may purchase such Shares from any such Person or any such organization, subject to the limitations, restrictions or other provisions applicable to the sale or purchase of such shares herein, the 1940 Act and other applicable law.

Shares of Beneficial Interest. (a) The Trustees maybeneficial interest in the Trust shall at all times be divided into transferable Shares, without Shareholder approval, authorize the creation and issuance of one or more classes of Shares (which classes may be designated as one or more series), with Shares of each such class or series having such par value (or no $1.00 par value) and such preferences, voting powerseach of which shall represent an equal proportionate interest in the Trust with each other Share outstanding, terms of redemptionnone having priority or preference over another, if any, and special or relative rights or privileges (including conversion rights, if any) as except to the extent modified by the Trustees may determine. Subject to applicable law, under the Trustees may, without Shareholder approval, authorize the Trust to issue subscription or other rights representing interests in Shares to existing Shareholders or other persons subject to such terms and conditions as the Trustees may determineprovisions of this Section. The number of Shares of each class or series authorized shall be unlimited, and, unless otherwise provided in the Governing Instrument, the Shares so authorized which may be represented in part by fractional Sharesissued is unlimited. The Trustees may without Shareholder approval from time to time divide or combine the outstanding Shares of any class or series into a greater or lesser number without thereby changing the proportionate beneficial interest interests in the class or seriesTrust. All Contributions to the Trust may be accepted for, and Shares issued hereunder, including without limitation, Shares issued in connection with a dividend or other distribution in Shares or a split or reverse split of shares, when issued on the terms determined by the Trustees, shall be fully paid and nonassessable. (b) The redeemed as, whole Shares shall initially be designated as one class, a class of an unlimited number of common Shares, no par value (the “Common Shares”), having the powers, preferences, rights, qualifications, limitations and restrictions described belowand/or fractions. The Trustees, without shareholder approval, may also, from From time to time, issue a class of an unlimited number of preferred Shares (the “Preferred Shares”), having such par value (or no par value), powers, preferences, rights, qualifications, limitations and restrictions as shall be set forth in a written instrument or resolution or resolutions adopted by the Trustees. Following the issuance of Preferred Shares, when no Preferred Shares or series of Preferred Shares remain outstandingthey deem appropriate, the Trustees may adopt a resolution eliminating such Preferred create additional Series and/or Classes of Series of Shares, in addition to the Shares or Preferred initially created under this instrument ("Original Series"). References in this Trust Agreement to Shares of the applicable seriesTrust shall apply, subject as appropriate, to each such Series of Shares and to each such Class of Shares. Any additional Series of Shares created hereunder shall represent the right of beneficial interest in the assets (and related liabilities) allocated by the Trustees to issue Preferred such Series of Shares or Preferred and acquired by the Trust only after creation of the respective Series of Shares and only on account of a series pursuant to a future resolution or resolutionssuch Series. To the extent that If the Trustees authorize and issue Preferred create any additional Series of Shares hereunder, then the Original Series shall be deemed a separate Series of Shares, they are hereby authorized and empowered to amend, restate or supplement this Agreement as they deem necessary or appropriate, including to comply with the requirements . Upon creation of the 1940 Act or requirements imposed by the rating agencies or other Persons, all without the approval of Shareholders. (c) Shareholders shall have no power to vote on any matter except matters on which a vote of Shareholders is required by the 1940 Act or the Governing Instrument. (d) Subject to any Board resolution establishing and designating a class each Series of Shares, Shareholders shall have no preemptive or other right to subscribe for new or additional authorized, but unissued Shares or other securities issued by the Trust. (e) Subject Trustees may designate it appropriately and determine the investment policies with respect to the rights assets allocated to such Series of the holders of Preferred Shares, if anyredemption rights, dividends or other distributionsdividend policies, whenconversion rights, as and if declared by the Boardliquidation rights, shall be shared equally by the holders of Common Shares on a share for share basis. Subject to the rights of the holders of Preferred Shares, if any, in the event of the dissolution of the Trust, the holders of the Common Shares shall be entitled to receive pro rata the net distributable assets of the Trust. (f) Any Trustee, officer or other agent of the Trustvoting rights, and any organization in which any such Person has an economic or other interest, may acquire, own, hold rights and dispose of Shares in restrictions as the Trust, whether such Shares are authorized but unissued, or already outstandingTrustees deem appropriate, to the same extent as if not in consistent with the provisions of this Trust Agreement. The Trustees may divide any Series (including the Original Series) into more than one Class of Shares. Upon creation of each additional Class of Shares the Trustees may designate it appropriately and determine its rights and restrictions (including without limitation such Person were not a Trusteeredemption rights, officer or other agent of the Trust; and the Trust may issue and sell and may purchase such Shares from any such Person or any such organizationdividend rights, subject to the limitationsconversion rights, restrictions or other provisions applicable to the sale or purchase of such shares hereinliquidation rights, the 1940 Act voting rights, and other applicable lawrights and restrictions as the Trustees deem appropriate).

Shares of Beneficial Interest. (a) The Trustees may, without Shareholder approval, authorize the creation and issuance of one or more classes of Shares (which classes may be designated as one or more series), with Shares of each such class or series having such par value (or no par value) and such preferences, voting powers, terms of redemption, if any, and special or relative rights or privileges (including conversion rights, if any) as the Trustees may determine. Subject to applicable law, the Trustees may, without Shareholder approval, authorize the Trust to issue subscription or other rights representing interests in Shares to existing Shareholders or other persons subject to such terms and conditions as the Trustees may determine. The number of Shares of each class or series authorized shall be unlimited, and, unless otherwise provided in the Governing Instrument, and the Shares so authorized may be represented in part by fractional Sharesshares. The Trustees may without Shareholder approval from time to time divide or combine the Shares of any class or series into a greater or lesser number without thereby changing the proportionate beneficial interest in the class or series. All Shares issued hereunder, including without limitation, Shares issued in connection with a dividend or other distribution in Shares or a split or reverse split of shares, when issued on the terms determined by the Trustees, shall be fully paid and nonassessable. (b) The Shares shall initially be designated as one class, a class of an unlimited number of common Shares, no par value (the “Common Shares”), having the powers, preferences, rights, qualifications, limitations and restrictions described below. The Trustees, without shareholder approval, may also, from time to time, issue a class of an unlimited number of preferred Shares (the “Preferred Shares”), having such par value (or no par value), powers, preferences, rights, qualifications, limitations and restrictions as shall be set forth in a written instrument or resolution or resolutions adopted by the Trustees. Following the issuance of Preferred Shares, when no Preferred Shares or series of Preferred Shares remain outstanding, the Trustees may adopt a resolution eliminating such Preferred Shares or Preferred Shares of the applicable series, subject to the right of the Trustees to issue Preferred Shares or Preferred Shares of a series pursuant to a future resolution or resolutions. To the extent that the Trustees authorize and issue Preferred Shares, they are hereby authorized and empowered to amend, restate or supplement this Agreement as they deem necessary or appropriate, including to comply with the requirements of the 1940 Act or requirements imposed by the rating agencies or other Persons, all without the approval of Shareholders. (c) Shareholders shall have no power to vote on any matter except matters on which a vote of Shareholders is required by the 1940 Act or the Governing Instrument. (d) Subject to any Board resolution establishing and designating a class of Shares, Shareholders shall have no preemptive or other right to subscribe for new or additional authorized, but unissued Shares or other securities issued by the Trust. (e) Subject to the rights of the holders of Preferred Shares, if any, dividends Dividends or other distributions, when, as and if declared by the Board, shall be shared equally by the holders of Common Shares on a share for share basis. Subject to the rights of the holders of Preferred Shares, if any, in In the event of the dissolution termination of the Trust, the holders of the Common Shares shall be entitled to receive pro rata the net distributable assets of the Trust. (f) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person has an economic or other interest, may acquire, own, hold and dispose of Shares in the Trust, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell and may purchase such Shares from any such Person or any such organization, subject to the limitations, restrictions or other provisions applicable to the sale or purchase of such shares herein, the 1940 Act and other applicable law.

Shares of Beneficial Interest. (a) The Shares shall be issued in one or more series as the Trustees may, without Shareholder approval, authorize. Each series shall be preferred over all other series in respect of the assets allocated to that series and shall represent a separate investment portfolio of the Trust. The beneficial interest in each series at all times shall be divided into Shares, with or without par value as the Trustees may from time to time determine, each of which shall, except as provided in the following sentence, represent an equal proportionate interest in the series with each other Share of the same series, none having priority or preference over another. The Trustees may, without Shareholder approval, authorize the creation and issuance divide Shares of one any series into two or more classes of Shares (which classes may be designated as one or more series)classes, with Shares of each such class or series having such par value (or no par value) and such preferences, voting powers, terms of redemption, if any, preferences and special or relative rights or and privileges (including conversion rights, if any) as the Trustees may determine. Subject to applicable law, the Trustees may, without Shareholder approval, authorize the Trust to issue subscription or other rights representing interests in Shares to existing Shareholders or other persons subject to such terms and conditions as the Trustees may determine. The number of Shares of each class or series authorized shall be unlimited, and, unless otherwise provided in the Governing Instrument, and the Shares so authorized may be represented in part by fractional Sharesshares. The From time to time, the Trustees may without Shareholder approval from time to time divide or combine the Shares of any series or class or series into a greater or lesser number without thereby changing the proportionate beneficial interest interests in the series or class or series. All Shares issued hereunder, including without limitation, Shares issued in connection with a dividend any way effecting the rights of any other series or other distribution in Shares or a split or reverse split of shares, when issued on the terms determined by the Trustees, shall be fully paid and nonassessable. (b) The Shares shall initially be designated as one class, a class of an unlimited number of common Shares, no par value (the “Common Shares”), having the powers, preferences, rights, qualifications, limitations and restrictions described below. The Trustees, without shareholder approval, Trustees shall have the authority to provide that the holders of Shares of any series or class shall have the right to exchange said Shares for Shares of one or more other series or classes of Shares in accordance with such requirements and procedures as may also, from time to time, issue a class of an unlimited number of preferred Shares (the “Preferred Shares”), having such par value (or no par value), powers, preferences, rights, qualifications, limitations and restrictions as shall be set forth in a written instrument or resolution or resolutions adopted established by the Trustees. Following The Trustees shall have the issuance of Preferred Sharesauthority, when no Preferred Shares or series of Preferred Shares remain outstanding, the Trustees may adopt a resolution eliminating such Preferred Shares or Preferred Shares of the applicable series, subject to the right of the Trustees to issue Preferred Shares or Preferred Shares of a series pursuant to a future resolution or resolutions. To the extent that the Trustees authorize and issue Preferred Shares, they are hereby authorized and empowered to amend, restate or supplement this Agreement as they deem necessary or appropriate, including to comply with the requirements of the 1940 Act or requirements imposed by the rating agencies or other Persons, all without the approval of Shareholders. (c) the Shareholders shall have no power to vote on of any matter except matters on which a vote of Shareholders is series or class unless otherwise required by applicable law, to combine the 1940 Act or the Governing Instrument. (d) Subject assets and liabilities belonging to any Board resolution establishing two or more series or attributable to two or more classes into assets and designating liabilities belonging to a class of Shares, Shareholders shall have no preemptive single series or other right attributable to subscribe for new or additional authorized, but unissued Shares or other securities issued by the Trusta single class. (e) Subject to the rights of the holders of Preferred Shares, if any, dividends or other distributions, when, as and if declared by the Board, shall be shared equally by the holders of Common Shares on a share for share basis. Subject to the rights of the holders of Preferred Shares, if any, in the event of the dissolution of the Trust, the holders of the Common Shares shall be entitled to receive pro rata the net distributable assets of the Trust. (f) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person has an economic or other interest, may acquire, own, hold and dispose of Shares in the Trust, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell and may purchase such Shares from any such Person or any such organization, subject to the limitations, restrictions or other provisions applicable to the sale or purchase of such shares herein, the 1940 Act and other applicable law.

Shares of Beneficial Interest. (a) The Trustees may, without Shareholder approval, authorize the creation and issuance of one or more classes of Shares (which classes may be designated as one or more series), with Shares of each such class or series having such par value (or no par value) and such preferences, voting powers, terms of redemption, if any, and special or relative rights or privileges (including conversion rights, if any) as the Trustees may determine. Subject to applicable law, the Trustees may, without Shareholder approval, authorize the Trust to issue subscription or other rights representing interests in Shares to existing Shareholders or other persons subject to such terms and conditions as the Trustees may determine. The number of Shares of each class or series authorized shall be unlimited, and, unless otherwise provided in the Governing Instrument, the Shares so authorized may be represented in part by fractional Sharesshares. The Trustees may without Shareholder approval from time to time divide or combine the Shares of any class or series into a greater or lesser number without thereby changing the proportionate beneficial interest in the class or series. All Shares issued hereunder, including without limitation, Shares issued in connection with a dividend or other distribution in Shares or a split or reverse split of shares, when issued on the terms determined by the Trustees, shall be fully paid and nonassessable. (b) The Shares shall initially be designated as one class, a class of an unlimited number of common Shares, no par value (the “"Common Shares”"), having the powers, preferences, rights, qualifications, limitations and restrictions described below. The Trustees, without shareholder approval, Trust may also, from time to time, issue a class of an unlimited number of preferred Shares Shares, (the “"Preferred Shares”"), having such par value (or no par value), powers, preferences, rights, qualifications, limitations and restrictions as shall be set forth in a written instrument or resolution or resolutions adopted by the Trustees. Following the issuance of Preferred Shares, when no Preferred Shares or series of Preferred Shares remain outstanding, the Trustees may shall adopt a resolution eliminating such Preferred Shares or Preferred Shares of the applicable series, subject to the right of the Trustees to issue Preferred Shares or Preferred Shares of a series pursuant to a future resolution or resolutions. To the extent that the Trustees authorize and issue Preferred Shares, they are hereby authorized and empowered to amend, restate or supplement this Agreement as they deem necessary or appropriate, including to comply with the requirements of the 1940 Act or requirements imposed by the rating agencies or other Persons, all without the approval of Shareholders. Any such supplement, restatement or amendment shall be filed as is necessary. (c) Shareholders shall have no power to vote on any matter except matters on which a vote of Shareholders is required by the 1940 Act or the Governing Instrument. (d) Subject to any Board resolution establishing and designating a class of Shares, Shareholders shall have no preemptive or other right to subscribe for new or additional authorized, but unissued Shares or other securities issued by the Trust. (e) Subject to the rights of the holders of Preferred Shares, if any, dividends or other distributions, when, as and if declared by the Board, shall be shared equally by the holders of Common Shares on a share for share basis. Subject to the rights of the holders of Preferred Shares, if any, in the event of the dissolution termination of the Trust, the holders of the Common Shares shall be entitled to receive pro rata the net distributable assets of the Trust. (f) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person has an economic or other interest, may acquire, own, hold and dispose of Shares in the Trust, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell and may purchase such Shares from any such Person or any such organization, subject to the limitations, restrictions or other provisions applicable to the sale or purchase of such shares herein, the 1940 Act and other applicable law.

Shares of Beneficial Interest. (a) The Trustees may, without Shareholder approval, authorize the creation and issuance of one or more classes of Shares (which classes may be designated as one divided into two or more series), with Shares of each such class or series having such par value (or no par value) and such preferences, voting powers, terms of redemption, if any, and special or relative rights or privileges (including conversion rights, if any) as the Trustees may determine. Subject to applicable law, the Trustees may, without Shareholder approval, authorize the Trust to issue subscription or other rights representing interests in Shares to existing Shareholders or other persons subject to such terms and conditions as the Trustees may determine. The number of Shares of each class or series authorized shall be unlimited, and, unless otherwise provided in the Governing Instrument, and the Shares so authorized may be represented in part by fractional Sharesshares. The Trustees may without Shareholder approval from time to time divide or combine the Shares of any class or series into a greater or lesser number without thereby changing the proportionate beneficial interest in the class or series. All Shares issued hereunder, including without limitation, Shares issued in connection with a dividend or other distribution in Shares or a split or reverse split of shares, when issued on the terms determined by the Trustees, shall be fully paid and nonassessable. (b) The Shares shall initially be designated as divided into one class, a class of an unlimited number of common Shares, no par value (the “Common Shares”), having the powers, preferences, rights, qualifications, limitations and restrictions described below. The Trustees, without shareholder approval, Trust may also, from time to time, issue a class of an unlimited number of preferred Shares Shares, (the “Preferred Shares”), having such par value (or no par value), the powers, preferences, rights, qualifications, limitations and restrictions as shall be set forth in a written instrument or resolution or resolutions adopted by the Trustees. Following the issuance of Preferred Shares, when no Preferred Shares or series of Preferred Shares remain outstanding, the Trustees may adopt a resolution eliminating such Preferred Shares or Preferred Shares of the applicable series, subject to the right of the Trustees to issue Preferred Shares or Preferred Shares of a series pursuant to a future resolution or resolutions. To the extent that the Trustees authorize and issue Preferred Shares, they are hereby authorized and empowered to amend, restate or supplement this Agreement as they deem necessary or appropriate, including to comply with the requirements of the 1940 Act or requirements imposed by the rating agencies or other Persons, all without the approval of Shareholdersdetermine. (c) Shareholders Each Share shall have no power entitle the holder to vote on any matter except matters on which a vote of Shareholders is required by the 1940 Act or the Governing Instrumentvoting rights as provided in Article VI hereof. (d) Subject to any Board resolution establishing and designating a class of Shares, Shareholders shall have no preemptive or other right to subscribe for new or additional authorized, but unissued Shares shares or other securities issued by the Trust. (e) Subject to the rights of the holders of the Preferred Shares, if any, dividends or other distributions, when, as and if declared by the Board, shall be shared equally by the holders of Common Shares on a share for share basis. The Board may direct that any dividends or other distributions or any portion thereof as declared and distributed shall be paid in cash to the Shareholder, or, alternatively, may direct that any such dividends be reinvested in full and fractional Shares of the Trust. Subject to the rights of the holders of the Preferred Shares, if any, in the event of the dissolution termination of the Trust, the holders of the Common Shares shall be entitled to receive pro rata the net distributable assets of the Trust. (f) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person has an economic or other interest, may acquire, own, hold and dispose of Shares shares of beneficial interest in the Trust, whether such Shares shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell and may purchase such Shares from any such Person or any such organization, subject to the limitations, restrictions or other provisions applicable to the sale or purchase of such shares herein, the 1940 Act and other applicable law.

Shares of Beneficial Interest. (a) The Shares of the Trust shall be issued in one or more series as the Trustees may, without Shareholder approval, authorize. The beneficial interest in the Trust shall at all times be divided into transferable Shares, without par value. Subject to the provisions of Section 5 of this Article III, each Share shall have voting rights as provided in Article VIII hereof, and holders of the Shares of any Series shall be entitled to receive dividends, when and as declared with respect thereto in the manner provided in Article X, Section 1 hereof. The Trustees may, without Shareholder approval, authorize divide the creation and Shares of any series into two or more classes. Unless the Trustees have authorized the issuance of one Shares of a Series in two or more classes Classes, each Share of a Series shall represent an equal proportionate interest in the assets and liabilities of the Series with each other Share of the same Series, none having C-39 priority or preference over another. If the Trustees have authorized the issuance of Shares (which classes may be designated as one of a Series in two or more series)Classes, with Shares of each then the Classes may have such class or series having such par value (or no par value) and such preferencesvariations as to dividend, voting powers, terms of redemption, if anyand voting rights, net asset values, expenses borne by the Classes, and special or relative rights or privileges (including conversion rights, if any) other matters as the Trustees may determine. Subject to applicable lawhave authorized provided that each Share of a Class shall represent an equal proportionate interest in the assets and liabilities of the Class with each other Share of the same Class, the Trustees may, without Shareholder approval, authorize the Trust to issue subscription none having priority or other rights representing interests in Shares to existing Shareholders or other persons subject to such terms and conditions as the Trustees may determinepreference over another. The number of Shares of each class or series authorized shall be unlimited, and, unless otherwise provided in the Governing Instrument, the Shares so authorized may be represented in part by fractional Shares. The Trustees may without Shareholder approval from time to time divide or combine the Shares of any class Series or series Class into a greater or lesser number without thereby changing the proportionate beneficial interest interests in the class Series or series. All Shares issued hereunder, including without limitation, Shares issued in connection with a dividend or other distribution in Shares or a split or reverse split of shares, when issued on the terms determined by the Trustees, shall be fully paid and nonassessableClass. (b) The Shares shall initially be designated as one class, a class of an unlimited number of common Shares, no par value (the “Common Shares”), having the powers, preferences, rights, qualifications, limitations and restrictions described below. The Trustees, without shareholder approval, may also, from time to time, issue a class of an unlimited number of preferred Shares (the “Preferred Shares”), having such par value (or no par value), powers, preferences, rights, qualifications, limitations and restrictions as shall be set forth in a written instrument or resolution or resolutions adopted by the Trustees. Following the issuance of Preferred Shares, when no Preferred Shares or series of Preferred Shares remain outstanding, the Trustees may adopt a resolution eliminating such Preferred Shares or Preferred Shares of the applicable series, subject to the right of the Trustees to issue Preferred Shares or Preferred Shares of a series pursuant to a future resolution or resolutions. To the extent that the Trustees authorize and issue Preferred Shares, they are hereby authorized and empowered to amend, restate or supplement this Agreement as they deem necessary or appropriate, including to comply with the requirements of the 1940 Act or requirements imposed by the rating agencies or other Persons, all without the approval of Shareholders. (c) Shareholders shall have no power to vote on any matter except matters on which a vote of Shareholders is required by the 1940 Act or the Governing Instrument. (d) Subject to any Board resolution establishing and designating a class of Shares, Shareholders shall have no preemptive or other right to subscribe for new or additional authorized, but unissued Shares or other securities issued by the Trust. (e) Subject to the rights of the holders of Preferred Shares, if any, dividends or other distributions, when, as and if declared by the Board, shall be shared equally by the holders of Common Shares on a share for share basis. Subject to the rights of the holders of Preferred Shares, if any, in the event of the dissolution of the Trust, the holders of the Common Shares shall be entitled to receive pro rata the net distributable assets of the Trust. (f) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person has an economic or other interest, may acquire, own, hold and dispose of Shares in the Trust, whether such Shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell and may purchase such Shares from any such Person or any such organization, subject to the limitations, restrictions or other provisions applicable to the sale or purchase of such shares herein, the 1940 Act and other applicable law.