Common use of Transfer of Shares Clause in Contracts

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2) with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). If a Shareholder transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application form. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transfer. In connection with any request to transfer Shares, the Trust may require the Shareholder requesting the transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a). Any transfer of Shares permitted under this Section 7.2(a) will be effected in accordance with the provisions of Section 2.4 hereof. Pursuant to Section 4.1(k) hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers of Shares pursuant to this Section 7.2(a). (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person of the Trust, the Trustees, the investment adviser, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer made by the Shareholder in violation of this Section 7.2 and (2) any misrepresentation by the transferring Shareholder or substituted Shareholder in connection with the transfer. A Shareholder transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred Transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2) under certain limited instances set out in this Declaration, with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). The Trustees may not consent to a Transfer unless (i) the Transferring Shareholder has been a Shareholder for at least six months, (ii) the proposed Transfer is to be made on the effective date of an offer by the Trust to repurchase Shares, and (iii) after the proposed Transfer, the value of the Shares held by the transferee, as well as the value of the Shares of the Shareholder Transferring less than all of its Shares, would be at least equal to the amount of the applicable minimum initial investment in the Trust. If a Shareholder transfers Transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred Transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application formcertification form and acceptance thereof by the Trust. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transferTransfer. In connection with any request to transfer Transfer Shares, the Trust may require the Shareholder requesting the transfer Transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers Transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a9.1(a). Any transfer Transfer of Shares permitted under this Section 7.2(a9.1(a) will be effected in accordance with the provisions of Section 2.4 6.8 hereof. Pursuant to Section 4.1(k) 3.6 hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers Transfers of Shares pursuant to this Section 7.2(a9.1(a). Notwithstanding the foregoing, the Trustees may approve such other transfers and transfer processes and procedures as the Trustees believe are appropriate. (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person Affiliate of the Trust, the Trustees, the investment adviser, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer Transfer made by the Shareholder in violation of this Section 7.2 9.1 and (2) any misrepresentation by the transferring Transferring Shareholder or substituted Shareholder in connection with the transferTransfer. A Pursuant to Section 3.8 hereof, a Shareholder transferring Transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such ShareholderTransfer.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred Transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2) under certain limited instances set out in this Declaration, with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). The Trustees may not consent to a Transfer unless (i) the Transferring Shareholder has been a Shareholder for at least six months, (ii) the proposed Transfer is to be made on the effective date of an offer by the Trust to repurchase Shares, and (iii) after the proposed Transfer, the value of the Shares held by the transferee, as well as the value of the Shares of the Shareholder Transferring less than all of its Shares, would be at least equal to the amount of the applicable minimum initial investment in the Trust. If a Shareholder transfers Transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred Transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application formcertification form and acceptance thereof by the Trust. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transferTransfer. In connection with any request to transfer Transfer Shares, the Trust may require the Shareholder requesting the transfer Transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers Transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a9.1(a). Any transfer Transfer of Shares permitted under this Section 7.2(a9.1(a) will be effected in accordance with the provisions of Section 2.4 6.8 hereof. Pursuant to Section 4.1(k) 3.6 hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers Transfers of Shares pursuant to this Section 7.2(a9.1(a). (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person Affiliate of the Trust, the Trustees, the investment adviser, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer Transfer made by the Shareholder in violation of this Section 7.2 9.1 and (2) any misrepresentation by the transferring Transferring Shareholder or substituted Shareholder in connection with the transferTransfer. A Pursuant to Section 3.8 hereof, a Shareholder transferring Transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such ShareholderTransfer.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred only only: (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder Shareholder; or (2) under certain limited instances set out in this Trust Instrument, with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). If a Shareholder transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application form. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transfer. In connection with any request to transfer Shares, the Trust may require the Shareholder requesting the transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a). Any transfer of Shares permitted under this Section 7.2(a) will be effected in accordance with the provisions of Section 2.4 hereof. Pursuant to Section 4.1(k4.1(j) hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers of Shares pursuant to this Section 7.2(a). (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person of the Trust, the Trustees, the investment adviser, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from from: (1) any transfer made by the Shareholder in violation of this Section 7.2 7.2; and (2) any misrepresentation by the transferring Shareholder or substituted Shareholder in connection with the transfer. A Shareholder transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder Shareholder; or (2) under certain limited instances set out in this Declaration, with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). If a Shareholder transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application form. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transfer. In connection with any request to transfer Shares, the Trust may require the Shareholder requesting the transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a7.1(a). Any transfer of Shares permitted under this Section 7.2(a7.1(a) will be effected in accordance with the provisions of Section 2.4 hereof. Pursuant to Section 4.1(k4.1(l) hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers of Shares pursuant to this Section 7.2(a7.1(a). (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person of the Trust, the Trustees, the investment adviser, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons persons may become subject by reason of or arising from (1) any transfer made by the Shareholder in violation of this Section 7.2 7.1 and (2) any misrepresentation by the transferring Shareholder or substituted Shareholder in connection with the transfer. A Shareholder transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares Shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2) with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). If a Shareholder transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application form. Each Shareholder and transferee agrees agree to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transfer. In connection with any request to transfer Shares, the Trust may require the Shareholder requesting the transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a). Any transfer of Shares permitted under this Section 7.2(a) will be effected in accordance with the provisions of Section 2.4 hereof. Pursuant to Section 4.1(k) hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers of Shares pursuant to this Section 7.2(a). (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person of the Trust, the Trustees, the investment adviser, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer made by the Shareholder in violation of this Section 7.2 and (2) any misrepresentation by the transferring Shareholder or substituted Shareholder in connection with the transfer. A Shareholder transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred Transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2) under certain limited instances set out in this Declaration, with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). If a Shareholder transfers Transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred Transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application formInvestor Certification Form. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transferTransfer. In connection with any request to transfer Transfer Shares, the Trust may require the Shareholder requesting the transfer Transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers Transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a9.1(a). Any transfer Transfer of Shares permitted under this Section 7.2(a9.1(a) will be effected in accordance with the provisions of Section 2.4 6.8 hereof. Pursuant to Section 4.1(k) 3.6 hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers Transfers of Shares pursuant to this Section 7.2(a9.1(a). (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person Affiliate of the Trust, the Trustees, the investment adviser, any sub-adviser Special Shareholder and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer Transfer made by the Shareholder in violation of this Section 7.2 9.1 and (2) any misrepresentation by the transferring Transferring Shareholder or substituted Shareholder in connection with the transferTransfer. A Pursuant to Section 3.8 hereof, a Shareholder transferring Transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such ShareholderTransfer.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred Transferred only (1i) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2ii) under certain limited instances set out in this Declaration, with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). The Trustees may not consent to a Transfer unless (1) the proposed Transfer is to be made on the effective date of an offer by the Trust to repurchase Shares, and (2) after the proposed Transfer, the value of the Shares held by the transferee, as well as the value of the Shares of the Shareholder Transferring less than all of its Shares, would be at least equal to the amount of the applicable minimum initial investment in the Trust. If a Shareholder transfers Transfers Shares with the approval of the Trustees, the Trustees Trustees, or their designee, will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred Transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application formcertification form and acceptance thereof by the Trust. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transferTransfer. In connection with any request to transfer Transfer Shares, the Trust may require the Shareholder requesting the transfer Transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers Transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a9.1(a). Any transfer Transfer of Shares permitted under this Section 7.2(a9.1(a) will be effected in accordance with the provisions of Section 2.4 6.8 hereof. Pursuant to Section 4.1(k) 3.6 hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers Transfers of Shares pursuant to this Section 7.2(a9.1(a). (b) Each Shareholder will indemnify and hold harmless . Notwithstanding the Trustforegoing, the Trustees, each Trustees may approve such other Shareholder transfers and any Affiliated Person of transfer processes and procedures as the Trust, the Trustees, the investment adviser, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer made by the Shareholder in violation of this Section 7.2 and (2) any misrepresentation by the transferring Shareholder or substituted Shareholder in connection with the transfer. A Shareholder transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such ShareholderTrustees believe are appropriate.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred only (1i) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, insolvency or dissolution of the Shareholder or such Shareholder, (2ii) with the written consent of the Board of Trustees or the Investment Adviser (which may be withheld in the Trustees’ each of its sole and absolute discretion). , or (iii) by such other method as specified in the Trust’s current registration statement filed with Commission, as amended or supplemented from time to time. (b) If any transferee does not meet any investor eligibility requirements established by the Fund from time to time, or if neither the Board nor the Adviser consents to a transfer, the Fund reserves the right to repurchase or redeem the transferred Shares from the Shareholder’s successor pursuant to Section 7.1. (c) Any transferee that acquires Shares by operation of law as the result of the death, bankruptcy, insolvency, or dissolution of a Shareholder transfers or otherwise, shall be entitled to the right to tender such Shares for repurchase by the Fund in connection with an offer to purchase such Shares made by the approval Fund (provided that the Fund need not make any such offer) and shall be entitled to receive any dividend and other distributions paid by the Fund with respect to such Shares, but shall not be entitled to the other rights of a Shareholder unless and until such transferee becomes a substituted Shareholder. In no event, however, will any transferee or assignee be admitted as a Shareholder without the consent of the TrusteesBoard or the Investment Adviser (or a delegate of either of them), which may be withheld in each of its (or each delegate’s) sole discretion. The admission to the Trustees will as promptly as practicable take all necessary actions so that each Fund of any transferee or successor to whom or to which the Shares are transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will shall be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application form. certification form and acceptance thereof by the Fund. (d) Any pledge, transfer, or assignment not made in accordance with this Section 6.9 shall be void. (e) Each transferring Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust Fund in connection with any transfersuch Transfer. In connection with any request to transfer Shares, the Trust may require the Shareholder requesting Upon the transfer to obtain, at the another Person or Persons of a Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers all of its Shares, it will not such transferring Shareholder shall cease to be a Shareholder unless shareholder of the Fund with respect to such Shares. Unless prohibited by applicable law (and until the transferee is admitted then only to the Trust as a substituted extent so prohibited) each transferring Shareholder in accordance with this Section 7.2(a). Any transfer of Shares permitted under this Section 7.2(a) will be effected in accordance with the provisions of Section 2.4 hereof. Pursuant to Section 4.1(k) hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers of Shares pursuant to this Section 7.2(a). (b) Each Shareholder will shall indemnify and hold harmless the TrustFund, the TrusteesAdviser, each other Shareholder and any Affiliated Person of the TrustSub-Adviser, the Trustees, the investment adviser, any sub-adviser and each officers of the Fund, each other Shareholders Shareholder, and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these such Persons may become subject by reason of or arising from (1i) any transfer Transfer made by the such Shareholder in violation of this Section 7.2 6.9 and (2ii) any misrepresentation by the transferring such Shareholder (or substituted Shareholder such Shareholder’s transferee) in connection with the transfer. A Shareholder transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off any such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such ShareholderTransfer.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred Transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2) under certain limited instances set out in this Declaration, with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion); provided that no such Transfer shall be made unless such Transfer would not cause the Trust to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the Treasury Regulations promulgated thereunder. If a Shareholder transfers Transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred Transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application formInvestor Certification Form. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transferTransfer. In connection with any request to transfer Transfer Shares, the Trust may require the Shareholder requesting the transfer Transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers Transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a12.1(a). Any transfer Transfer of Shares permitted under this Section 7.2(a12.1(a) will be effected in accordance with the provisions of Section 2.4 6.8 hereof. Pursuant to Section 4.1(k) 3.6 hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers Transfers of Shares pursuant to this Section 7.2(a12.1(a). (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person Affiliate of the Trust, the Trustees, the investment adviser, any sub-adviser Trust and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer Transfer made by the Shareholder in violation of this Section 7.2 12.1 and (2) any misrepresentation by the transferring Transferring Shareholder or substituted Shareholder in connection with the transferTransfer. A Pursuant to Section 3.8 hereof, a Shareholder transferring Transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off Transfer. (c) The Trustees shall prohibit any Transfer if such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing Transfer would cause the number Trust to be treated as a “publicly traded partnership” within the meaning of shares in Section 7704 of the account of such Shareholder by that number of full and/or fractional Shares which represents Code and the outstanding amount of such charges due from such ShareholderTreasury Regulations promulgated thereunder.

Transfer of Shares. (a) Any Shares held by a 5.1 Neither Shareholder may be transferred only (1) by operation of law pursuant to the deathshall sell, bankruptcyassign, insolvencyencumber, adjudicated incompetence, pledge or dissolution of the Shareholder or (2) with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). If a Shareholder transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application form. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection otherwise transact with any transfer. In connection with any request to transfer Shares, the Trust may require the Shareholder requesting the transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder Shares or any interest therein except in accordance with this Section 7.2(aClause 5 without the prior written consent of the other Shareholder. 5.2 Either Shareholder may sell, transfer or otherwise dispose of all, but not less than all, of its Shares to any Affiliate of such Shareholder ("Permitted Transferee") which agrees in writing to be bound by the terms of this Agreement as if the Permitted Transferee were an original Shareholder, provided that the obligations of such Affiliate hereunder shall be guaranteed by the transferring Shareholder if required by the Company's lenders and if the Permitted Transferee shall cease to be an Affiliate of such Shareholder it shall be required to transfer such Shares back to such Shareholder. Each Shareholder shall pledge its Shares to lenders to the Company as security for the obligations of the Company to such lenders if so required under the terms of the Project Finance and, subject to any such pledge, may further pledge its Shares to other lenders in order to raise funds necessary for the fulfilment of its obligations under this Agreement. 5.3.1 If, after the Date of Financial Closure, one Shareholder (the "Offeror") wishes to sell, transfer or otherwise dispose of any or all of its Shares (the "Offered Shares") other than in accordance with Clause 5.2, the Offeror shall by notice first offer the Offered Shares to the other Shareholder (the "Offeree"). Any transfer Such offer shall set out the price and all other terms and conditions and state that such offer shall be deemed to be rejected if not accepted within 60 days of notice of the offer to the Offeree. 5.3.2 The Offeree may within the validity period of the offer notify the Offeror that the Offeree rejects the offer or accepts the offer in its entirety. If the Offeree accepts the offer, it shall within a period of 30 days after notification of such acceptance purchase the Offered Shares. 5.3.3 If the Offered Shares permitted under this Section 7.2(a) will be effected shall have been rejected or deemed rejected in accordance with the provisions foregoing, or if the Offeree fails to purchase the Offered Shares in accordance with the foregoing, then the Offeror shall, within a period of Section 2.4 hereof. Pursuant 90 days thereafter, be at liberty to Section 4.1(k) hereofsell, transfer or otherwise dispose of the Trustees hereby delegate Offered Shares to a third party on terms no less favourable to the officers Offeror than those offered to the Offeree, provided that such third party shall be acceptable to the Offeree acting reasonably and to the lenders to the Company and shall agree in writing to be bound by the terms of this Agreement as if it were an original party hereto. The Shareholders agree that it is reasonable for an Offeree to withhold approval of a third party it determines in good faith is not a suitable business partner. 5.4 FLAG acknowledges and agrees that up to 50% of the Trust all power and authority to approve and effect transfers Beneficial Ownership of Shares pursuant to this Section 7.2(a). (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person of the Trust, the Trustees, the investment adviser, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer made by the Shareholder in violation of this Section 7.2 and (2) any misrepresentation by the transferring Shareholder or substituted Shareholder in connection with the transfer. A Shareholder transferring Shares GTS may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust transferred to IXC Communications Services Europe Limited ("IXC") or its Affiliate or another United States telecommunications operator acceptable to FLAG (acting reasonably as provided in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such ShareholderClause 5.3.

Transfer of Shares. (a) Except as otherwise provided in Section 3(b), Shares are not transferable by any Shareholder without first obtaining the consent of the Trustees. The Trustees may withhold their consent if they determine that the transfer may (i) result in a Person who is not an Eligible Shareholder becoming a Shareholder, (ii) otherwise cause a Series to cease to be an entity to which the “look-through” rules of Treasury Regulations Section 1.817-5(f) apply, (iii) cause a Series to be treated as a publicly-traded partnership as defined in Code Section 7704(b), or (iv) result in a violation of the 1940 Act or the 1933 Act or other applicable law. Any transfer of Shares held in violation of this Section 3(a) shall be void ab initio and shall not be recognized by the Trust. (b) Notwithstanding Section 3(a), a Shareholder may be transferred only (1) by operation is permitted to transfer Shares of law pursuant to which it is the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2) with record owner without first obtaining the consent of the Trustees if the transfer is made (i) to a successor that is an Eligible Shareholder and (ii) in connection with a merger, consolidation, sale of substantially all assets or similar transaction to which the Shareholder is a party. (c) Shares may not be withheld in the Trustees’ sole and absolute discretion)traded on an established securities market or an interdealer quotation system. If a Shareholder transfers The Trustees are prohibited from causing Shares with the approval of to be listed on any public market or interdealer quotation system. (d) Except as otherwise provided by the Trustees, Shares transferred in accordance with Section 3(a) shall be transferable on the books of the Trust only by the record holder thereof or by his or her duly authorized agent upon delivery to the Trustees will as promptly as practicable take all necessary actions so that or the Trust’s transfer agent of a duly executed instrument of transfer, together with a Share certificate if one is outstanding, and such evidence of the genuineness of each transferee or successor to whom or to which the Shares are transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the such execution and delivery by, or on behalf of, the substituted Shareholder authorization and of an investor application form. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred such other matters as may be required by the Trust Trustees. Upon such delivery, and subject to any further requirements specified in connection with any transfer. In connection with any request to transfer Shares, the Trust may require the Shareholder requesting the transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected Section 3(a) hereof or by the Trustees as or contained in the Bylaws, the transfer shall be recorded on the books of the Trust. Until a transfer is so recorded, the holder of record of Shares shall be deemed to be the holder of such matters as Shares for all purposes hereunder and neither the Trustees may reasonably request. If a Shareholder transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a). Any transfer of Shares permitted under this Section 7.2(a) will be effected in accordance with the provisions of Section 2.4 hereof. Pursuant to Section 4.1(k) hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers of Shares pursuant to this Section 7.2(a). (b) Each Shareholder will indemnify and hold harmless nor the Trust, the Trusteesnor any transfer agent or registrar or any officer, each other Shareholder and any Affiliated Person employee, or agent of the Trust, the Trustees, the investment adviser, shall be affected by any sub-adviser and each notice of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer made by the Shareholder in violation of this Section 7.2 and (2) any misrepresentation by the transferring Shareholder or substituted Shareholder in connection with the a proposed transfer. A Shareholder transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred only (1i) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2ii) with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). If a Shareholder transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which is recorded in the Shares are transferred is admitted to books and records of the Trust as a Shareholderthe Shareholder of record with respect to the transferred Shares. The admission recordation of any transferee as a substituted Shareholder will of record shall be effective upon completed following the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application form. Each transferring Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transferTransfer. In connection with any request to transfer Transfer Shares, the Trust may require the Shareholder requesting the transfer Transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted recorded as the shareholder of record with respect to the Trust as a substituted Shareholder in accordance with this Section 7.2(a)transferred Shares. Any transfer Transfer of Shares permitted under this Section 7.2(a3.3(a) will be effected in accordance with the provisions of Section 2.4 3.3(c) hereof. Pursuant to Section 4.1(k) 4.11 hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers Transfers of Shares pursuant to this Section 7.2(a3.3(a). (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person affiliate of the Trust, the Trustees, the investment adviserInvestment Manager, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1i) any transfer Transfer made by the Shareholder in violation of this Section 7.2 3.3 and (2ii) any misrepresentation by the transferring Shareholder or substituted Shareholder in connection with the transfer. A Shareholder transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transferTransfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder. (c) Except as otherwise provided by the Trustees, Shares shall be transferable on the books of the Trust only by the record holder thereof or by his duly authorized agent upon delivery to the Trustees or the Trust’s transfer or similar agent of a duly executed instrument of transfer, together with a Share certificate if one is outstanding, and such evidence of the genuineness of each such execution and authorization and of such other matters (including investor qualification requirements) as may be required by the Trustees. Upon such delivery, and subject to any further requirements specified by the Trustees, the Transfer shall be recorded on the books of the Trust. Until a Transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the Shareholder with respect to such Shares for all purposes hereunder and neither the Trustees nor the Trust, nor any transfer or similar agent or registrar or any officer, employee or agent of the Trust, shall be affected by any notice of a proposed Transfer.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred Transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2) under certain limited instances set out in this Declaration, with the consent of the Trustees (which may be withheld in the Trustees’ ’s sole and absolute discretion). If a Shareholder transfers Transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred Transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application formInvestor Certification Form. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transferTransfer. In connection with any request to transfer Transfer Shares, the Trust may require the Shareholder requesting the transfer Transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers Transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a9.1(a). Any transfer Transfer of Shares permitted under this Section 7.2(a9.1(a) will be effected in accordance with the provisions of Section 2.4 6.8 hereof. Pursuant to Section 4.1(k) 3.6 hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers Transfers of Shares pursuant to this Section 7.2(a9.1(a). (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person Affiliate of the Trust, the Trustees, the investment adviser, any sub-adviser Special Shareholder and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer Transfer made by the Shareholder in violation of this Section 7.2 9.1 and (2) any misrepresentation by the transferring Transferring Shareholder or substituted Shareholder in connection with the transferTransfer. A Pursuant to Section 3.8 hereof, a Shareholder transferring Transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such ShareholderTransfer.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred Transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2) under certain limited instances set out in this Declaration, with the consent of the Trustees (which may be withheld in the Trustees’ ’s sole and absolute discretion). Unless the Trust consults with legal counsel to the Trust and counsel confirms that the Transfer will not cause the Trust to be treated as a “publicly traded partnership” taxable as a corporation, however, the Trustees may not consent to a Transfer unless the following conditions are met: (i) the Transferring Shareholder has been a Shareholder for at least six months; (ii) the proposed Transfer is to be made on the effective date of an offer by the Trust to repurchase Shares; and (iii) the Transfer is (A) one in which the tax basis of the Shares in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Shareholder (e.g., certain Transfers to affiliates, gifts and contributions to family entities), (B) to members of the Transferring Shareholder’s immediate family (siblings, spouse, parents and children), or (C) a distribution from a qualified retirement plan or an individual retirement account. In the event that investor eligibility requirements are established by the Trust, the Person to whom or which Shares are Transferred must satisfy these other requirements. If any transferee does not meet the investor eligibility requirements described in this Section 9.1(a), the Trustees may not consent to the Transfer. In addition, no Shareholder will be permitted to Transfer his, her or its Shares unless after the Transfer the balance of the Capital Account of the transferee, and of the Shareholder Transferring less than all of its Shares, is at least equal to the amount of the minimum initial Capital Contribution. Any permitted transferee will be entitled to the allocations and distributions allocable to the Shares so acquired and to Transfer the Shares in accordance with the terms of this Declaration but will not be entitled to the other rights of a Shareholder unless and until the transferee becomes a substituted Shareholder. If a Shareholder transfers Transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred Transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application formInvestor Certification Form. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transferTransfer. In connection with any request to transfer Transfer Shares, the Trust may require the Shareholder requesting the transfer Transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers Transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a). Any transfer of Shares permitted under this Section 7.2(a) will be effected in accordance with the provisions of Section 2.4 hereof. Pursuant to Section 4.1(k) hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers of Shares pursuant to this Section 7.2(a9.1(a). (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, the Special Shareholder, each other Shareholder and any Affiliated Person Affiliate of the Trust, the Trustees, the investment adviser, any sub-adviser Special Shareholder and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer Transfer made by the Shareholder in violation of this Section 7.2 9.1 and (2) any misrepresentation by the transferring Transferring Shareholder or substituted Shareholder in connection with the transferTransfer. A Shareholder transferring Transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such ShareholderTransfer.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2) under certain limited instances set out in this Trust Instrument, with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). If a Shareholder transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application form. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transfer. In connection with any request to transfer Shares, the Trust may require the Shareholder requesting the transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a). Any transfer of Shares permitted under this Section 7.2(a) will be effected in accordance with the provisions of Section 2.4 hereof. Pursuant to Section 4.1(k4.1(j) hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers of Shares pursuant to this Section 7.2(a). (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person of the Trust, the Trustees, the investment adviser, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer made by the Shareholder in violation of this Section 7.2 and (2) any misrepresentation by the transferring Shareholder or substituted Shareholder in connection with the transfer. A Shareholder transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred Transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2) under certain limited instances set out in this Declaration, with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). The Trustees may not consent to a Transfer unless (i) the Transferring Shareholder has been a Shareholder for at least six months, (ii) the proposed Transfer is to be made on the effective date of an offer by the Trust to repurchase Shares, and (iii) immediately after the proposed Transfer, the value of the Shares held by the transferee, as well as the value of the Shares of the Shareholder Transferring less than all of its Shares, would be at least equal to the amount of the applicable minimum initial investment in the Trust. If a Shareholder transfers Transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred Transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application formcertification form and acceptance thereof by the Trust. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transferTransfer. In connection with any request to transfer Transfer Shares, the Trust may require the Shareholder requesting the transfer Transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers Transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a9.1(a). Any transfer Transfer of Shares permitted under this Section 7.2(a9.1(a) will be effected in accordance with the provisions of Section 2.4 6.8 hereof. Pursuant to Section 4.1(k) 3.6 hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers Transfers of Shares pursuant to this Section 7.2(a9.1(a). (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person Affiliate of the Trust, the Trustees, the investment adviser, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer Transfer made by the Shareholder in violation of this Section 7.2 9.1 and (2) any misrepresentation by the transferring Transferring Shareholder or substituted Shareholder in connection with the transferTransfer. A Pursuant to Section 3.8 hereof, a Shareholder transferring Transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such ShareholderTransfer.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2) under certain limited instances set out in this Trust Instrument, with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). If a Shareholder transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application certification form. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transfer. In connection with any request to transfer Shares, the Trust may require the Shareholder requesting the transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a). Any transfer of Shares permitted under this Section 7.2(a) will be effected in accordance with the provisions of Section 2.4 hereof. Pursuant to Section 4.1(k4.1(j) hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers of Shares pursuant to this Section 7.2(a). (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person of the Trust, the Trustees, the investment adviser, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer made by the Shareholder in violation of this Section 7.2 and (2) any misrepresentation by the transferring Shareholder or substituted Shareholder in connection with the transfer. A Shareholder transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred only (1) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2) under certain limited instances set out in this Trust Instrument, with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). If a Shareholder transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application form. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transfer. In connection with any request to transfer Shares, the Trust may require the Shareholder requesting the transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a). Any transfer of Shares permitted under this Section 7.2(a) will be effected in accordance with the provisions of Section 2.4 hereof. Pursuant to Section 4.1(k4.1(j) hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers of Shares pursuant to this Section 7.2(a). (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person of the Trust, the Trustees, the investment adviser, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer made by the Shareholder in violation of this Section 7.2 and (2) any misrepresentation by the transferring Shareholder or substituted Shareholder in connection with the transfer. A Shareholder transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred Transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or and (2) under certain limited instances set out in this Declaration, with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion and which may be provided for pursuant to a general policy or on a case-by-case basis). The Trustees may, in their discretion), not consent to a Transfer unless (i) the Transferring Shareholder has been a Shareholder for at least six months and (ii) after the proposed Transfer, the value of the Shares held by the transferee, as well as the value of the Shares of the Shareholder Transferring less than all of its Shares, would be at least equal to the amount of the applicable minimum initial investment in the Trust. If a Shareholder transfers Transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred Transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application formcertification form and acceptance thereof by the Trust. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transferTransfer. In connection with any request to transfer Transfer Shares, the Trust may require the Shareholder requesting the transfer Transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers Transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a9.1(a). Any transfer Transfer of Shares permitted under this Section 7.2(a9.1(a) will be effected in accordance with the provisions of Section 2.4 6.8 hereof. Pursuant to Section 4.1(k) 3.6 hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers Transfers of Shares pursuant to this Section 7.2(a9.1(a). Notwithstanding the foregoing, the Trustees may approve such other transfers and transfer processes and procedures as the Trustees believe are appropriate. (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person Affiliate of the Trust, the Trustees, the investment adviser, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer Transfer made by the Shareholder in violation of this Section 7.2 9.1 and (2) any misrepresentation by the transferring Transferring Shareholder or substituted Shareholder in connection with the transferTransfer. A Shareholder transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.Pursuant to

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred only (1i) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, insolvency or dissolution of the such Shareholder or (2ii) with the written consent of the Trustees Board or the Adviser (which may be withheld in the Trustees’ each of its sole and absolute discretion). . (b) If any transferee does not meet any investor eligibility requirements established by the Fund from time to time, or if neither the Board nor the Adviser consents to a transfer, the Fund reserves the right to repurchase or redeem the transferred Shares from the Shareholder’s successor pursuant to Section 7.1. (c) Any transferee that acquires Shares by operation of law as the result of the death, bankruptcy, insolvency, or dissolution of a Shareholder transfers or otherwise, shall be entitled to the right to tender such Shares for repurchase by the Fund in connection with an offer to purchase such Shares made by the approval Fund (provided that the Fund need not make any such offer) and shall be entitled to receive any dividend and other distributions paid by the Fund with respect to such Shares, but shall not be entitled to the other rights of a Shareholder unless and until such transferee becomes a substituted Shareholder. In no event, however, will any transferee or assignee be admitted as a Shareholder without the consent of the TrusteesBoard or the Adviser (or a delegate of either of them), which may be withheld in each of its (or each delegate’s) sole discretion. The admission to the Trustees will as promptly as practicable take all necessary actions so that each Fund of any transferee or successor to whom or to which the Shares are transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will shall be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application form. certification form and acceptance thereof by the Fund. (d) Any pledge, transfer, or assignment not made in accordance with this Section 6.9 shall be void. (e) Each transferring Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust Fund in connection with any transfersuch Transfer. In connection with any request to transfer Shares, the Trust may require the Shareholder requesting Upon the transfer to obtain, at the another Person or Persons of a Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers all of its Shares, it will not such transferring Shareholder shall cease to be a Shareholder unless shareholder of the Fund with respect to such Shares. Unless prohibited by applicable law (and until the transferee is admitted then only to the Trust as a substituted extent so prohibited) each transferring Shareholder in accordance with this Section 7.2(a). Any transfer of Shares permitted under this Section 7.2(a) will be effected in accordance with the provisions of Section 2.4 hereof. Pursuant to Section 4.1(k) hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers of Shares pursuant to this Section 7.2(a). (b) Each Shareholder will shall indemnify and hold harmless the TrustFund, the TrusteesAdviser, each other Shareholder and any Affiliated Person of the TrustSub-Adviser, the Trustees, the investment adviser, any sub-adviser and each officers of the Fund, each other Shareholders Shareholder, and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these such Persons may become subject by reason of or arising from (1i) any transfer Transfer made by the such Shareholder in violation of this Section 7.2 6.9 and (2ii) any misrepresentation by the transferring such Shareholder (or substituted Shareholder such Shareholder’s transferee) in connection with the transfer. A Shareholder transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off any such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such ShareholderTransfer.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2) with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). If a Shareholder transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application form. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transfer. In connection with any request to transfer Shares, the Trust may require the Shareholder requesting the transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a). Any transfer of Shares permitted under this Section 7.2(a) will be effected in accordance with the provisions of Section 2.4 hereof. Pursuant to Section 4.1(k) hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers of Shares pursuant to this Section 7.2(a). (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person of the Trust, the Trustees, the investment adviser, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons persons may become subject by reason of or arising from (1) any transfer made by the Shareholder in violation of this Section 7.2 and (2) any misrepresentation by the transferring Shareholder or substituted Shareholder in connection with the transfer. A Shareholder transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2) with the consent of the Trustees (which may be withheld in the Trustees’ ' sole and absolute discretion). If a Shareholder transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application form. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ ' and accountants’ ' fees, incurred by the Trust in connection with any transfer. In connection with any request to transfer Shares, the Trust may require the Shareholder requesting the transfer to obtain, at the Shareholder’s 's expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a). Any transfer of Shares permitted under this Section 7.2(a) will be effected in accordance with the provisions of Section 2.4 hereof. Pursuant to Section 4.1(k) hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers of Shares pursuant to this Section 7.2(a). (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person of the Trust, the Trustees, the investment adviser, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer made by the Shareholder in violation of this Section 7.2 and (2) any misrepresentation by the transferring Shareholder or substituted Shareholder in connection with the transfer. A Shareholder transferring Shares may be charged reasonable expenses, including attorneys’ ' and accountants’ ' fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2) with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). Provided, however, that no such transfer shall be made unless such transfer would not cause the Trust to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the Treasury Regulations promulgated thereunder and no such transfer shall be made to any Person who does not meet the standard as an “accredited investor” within the meaning of Regulation D of the Securities Act of 1933, as amended. If a Shareholder transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application form. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transfer. In connection with any request to transfer Shares, the Trust may require the Shareholder requesting the transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a9.2(a). Any transfer of Shares permitted under this Section 7.2(a9.2(a) will be effected in accordance with the provisions of Section 2.4 hereof. Pursuant to Section 4.1(k) hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers of Shares pursuant to this Section 7.2(a9.2(a). (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person of the Trust, the Trustees, the investment adviser, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer made by the Shareholder in violation of this Section 7.2 9.2 and (2) any misrepresentation by the transferring Shareholder or substituted Shareholder in connection with the transfer. A Shareholder transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred only only: (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder Shareholder; or (2) under certain limited instances set out in this Trust Instrument, with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). If a Shareholder transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application form. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transfer. In connection with any request to transfer Shares, the Trust may require the Shareholder requesting the transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a). Any transfer of Shares permitted under this Section 7.2(a) will be effected in accordance with the provisions of Section 2.4 hereof. Pursuant to Section 4.1(k4.1(j) hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers of Shares pursuant to this Section 7.2(a). (b) Each Shareholder will indemnify and hold harmless the Trust, any related Series, the Trustees, each other Shareholder and any Affiliated Person of the Trust, the Trustees, the investment adviser, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from from: (1) any transfer made by the Shareholder in violation of this Section 7.2 7.2; and (2) any misrepresentation by the transferring Shareholder or substituted Shareholder in connection with the transfer. A Shareholder transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust or any related Series in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares Shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2) with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). If a Shareholder transfers Shares with the approval of the TrusteesAs used herein, the term "Transfer" shall mean assignment, transfer, sale or other disposition of Shares, including any right to receive any allocations and distributions attributable to Shares. Verbs, adverbs or adjectives such as "Transfer," "Transferred" and "Transferring" have correlative meanings. The Board of Trustees will as promptly as practicable take all necessary actions so that each transferee or successor may not consent to a Transfer unless the Person to whom or to which the Shares are transferred is admitted Transferred meets any eligibility standards established by the Board of Trustees from time to time as described in Schedule 1 of this Agreement. In addition, the Trust Board of Trustees may not consent to a Transfer if such Transfer would disqualify any Series as a Shareholder. The admission "regulated investment company" under Subchapter M under the Internal Revenue Code of 1986, as amended (or any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application formsuccessor statute thereto). Each Shareholder and transferee Transferee agrees to pay all expenses, including attorneys’ ' and accountants’ ' fees, incurred by the Trust in connection with any transferTransfer. In connection with any request to transfer Transfer Shares, the Trust Board of Trustees may require the Shareholder requesting the transfer Transfer to obtain, at the Shareholder’s 's expense, an opinion of counsel selected by the Board of Trustees as to such these matters as the Board of Trustees may reasonably request. If In the event the Board of Trustees consents to a Shareholder transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust Transfer as a substituted Shareholder provided in accordance with this Section 7.2(a). Any transfer of Shares permitted under this Section 7.2(a) will be effected in accordance with the provisions of Section 2.4 hereof. Pursuant to Section 4.1(k) hereof3, the Trustees hereby delegate to Transferring Shareholder and the officers of the Trust all power and authority to approve and effect transfers of Shares pursuant to this Section 7.2(a). (b) Each Shareholder Transferee each will indemnify and hold harmless the Trust, the Trustees, the Manager, each other Shareholder and any Affiliated Person affiliated person (within the meaning of the 0000 Xxx) of the Trust, the Trustees, the investment adviser, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlementexpenses), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer Transfer made by the Shareholder in violation of this Section 7.2 3 and (2) any misrepresentation by the transferring Transferring Shareholder or substituted Shareholder the Transferee in connection with the transferTransfer. A Shareholder transferring Except as otherwise provided by the Trustees, Shares shall be Transferable on the books of the Trust only by the record holder thereof or by his duly authorized agent upon delivery to the Trustees or the Trust's transfer agent of a duly executed instrument of Transfer, together with a Share certificate if one is outstanding, and such evidence of the genuineness of the execution and authorization thereof as may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred required by the Trust in connection with Trustees and of such other matters as may be required by the transferTrustees. Upon such delivery, and subject to any further requirements specified by setting off such charges due from such Shareholder from declared but unpaid dividends the Trustees or distributions owed such Shareholder and/or by reducing the number of shares contained in the account By-Laws, the Transfer shall be recorded on the books of the Trust. Until a Transfer is so recorded, the record holder of Shares shall be deemed to be the holder of such Shareholder Shares for all purposes hereunder and neither the Trustees nor the Trust, nor any transfer agent, shareholder servicing agent or similar agent, any officer, employee or agent of the Trust, shall be affected by that number any notice of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholdera proposed Transfer.

Transfer of Shares. (a) Any 11.1 The Directors in their absolute discretion and without assigning any reason therefore may decline to register any transfer of Shares held by a Shareholder may be transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2) with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). If a Shareholder transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to on which the Shares Company has a lien or which are transferred is admitted to the Trust as a Shareholdernot fully paid. The admission Directors shall not register a transfer to a person who is known to them to be an infant, bankrupt or person of unsound mind provided that the Directors shall not be bound to enquire into the age or soundness of mind of any transferee as or whether or not he is bankrupt. 11.2 No transfer of any Share to a substituted Shareholder will third party shall be effective upon registered unless: 11.2.1 the execution and delivery by, or on behalf of, proposed transferee has entered into a legally binding agreement by which the substituted Shareholder of an investor application form. Each Shareholder and transferee agrees to pay be bound by all expenses, including attorneys’ the terms and accountants’ fees, incurred by conditions contained in this agreement as if an original party hereto apart from clause 2 hereof: and such transfer is made in compliance with Schedule 1 hereof provided always that this is subject in Derek’s case to the Trust in connection with any transfer. In connection with any request to transfer Shares, the Trust may require the Shareholder requesting the provisions of clause 9 hereof; or it is a transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If which 11.3 applies; or it is a Shareholder transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust transfer made as a substituted result of the application of the provisions of clause 11; and no Shareholder shall otherwise sell, transfer or dispose of any Shares or Shareholder Loans or any interest therein. The Parties agree that the restrictions contained in accordance with Schedule 1 to this Section 7.2(a). Any Agreement and the Articles of Association shall not apply to: any transfer of Shares permitted under this Section 7.2(afrom a Shareholder being an individual (and not holding such Shares as trustee of a family trust) will to a family member (other than to a spouse as part of a divorce or separation settlement) or to trustees to be effected in accordance with the provisions held upon a family trust; and any transfer or Shares from trustees of Section 2.4 hereof. Pursuant to Section 4.1(k) hereof, the Trustees hereby delegate to the officers a family trust to: new trustees of that family trust on any changes of trustees; or any family member of the Trust all power and authority to approve and effect transfers of Shares pursuant to this Section 7.2(a). (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person settlor of the Trust, trust For the Trustees, the investment adviser, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer made by the Shareholder in violation purposes of this Section 7.2 and (2) any misrepresentation by the transferring Shareholder or substituted Shareholder in connection with the transfer. A Shareholder transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.paragraph:

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder Shareholder; or (2) under certain limited instances set out in this Declaration, with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). If a Shareholder transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application form. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transfer. In connection with any request to transfer Shares, the Trust may require the Shareholder requesting the transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a7.1(a). Any transfer of Shares permitted under this Section 7.2(a7.1(a) will be effected in accordance with the provisions of Section 2.4 hereof. Pursuant to Section 4.1(k4.1(l) hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers of Shares pursuant to this Section 7.2(a7.1(a). . (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person of the Trust, the Trustees, the investment adviser, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons persons may become subject by reason of or arising from (1) any transfer made by the Shareholder in violation of this Section 7.2 7.1 and (2) any misrepresentation by the transferring Shareholder or substituted Shareholder in connection with the transfer. A Shareholder transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares Shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.

Transfer of Shares. 10.1 Save as set out in this agreement, no Shareholder shall take any of the following actions (each a “Transfer”): (a) Any sell, transfer, dispose of or otherwise deal with any right or interest (whether voting, economic or otherwise) in any Shares held by (including the grant of any option over or in respect of any Shares); (b) create or permit to exist any Encumbrance over any Shares or any interest in any Shares; (c) renounce any interest in any Shares; or (d) enter into any agreement with any person who is not a Shareholder may be transferred in respect of any votes attached to any Shares. For the avoidance of doubt, (i) this clause 10 only applies to direct Transfers of Shares, and (1ii) by operation as such, the occurrence of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution a Permitted B Shareholder CoC shall not constitute a Transfer PROVIDED THAT there is no direct Transfer of the Shareholder or (2) with B Shares. 10.2 Without the consent of the Trustees other Shareholder, no Shareholder may Transfer less than all of its Shares (which or less than the entire legal and beneficial interest therein). 10.3 Subject to clause 10.4, no Shareholder shall Transfer the legal or beneficial interest in any Share during the Lock-up Period. 10.4 Any Shareholder (the “Affiliate Transferor”) may Transfer the entire legal and beneficial interest in all (but not some) of its Shares to any one of its Permitted Transferee Affiliates (the “Affiliate Transferee”), provided that: (a) such Transfer would not result in a violation of any Applicable Law or regulation or result in an adverse effect with respect to the Company or either of the Shareholders; (b) the Affiliate Transferor remains jointly liable with the Affiliate Transferee for any breach by the Affiliate Transferee of any provision of this agreement; (c) the Affiliate Transferee has the financial ability to hold the relevant Shares and to perform in a timely manner all of its obligations as a Shareholder, whether under this agreement or otherwise; (d) the Affiliate Transferee enters into a Deed of Adherence and expressly confirms that it will perform in a timely manner all of its obligations in relation to the relevant Shares; and (e) prior to the Affiliate Transferee ceasing to be withheld wholly-owned by the transferring A Shareholder (in the Trustees’ sole and absolute discretioncase of the A Shareholder) or wholly-owned by the transferring B Shareholder (in the case of the B Shareholder): (i) the Affiliate Transferee transfers all of the Shares held by such Affiliate Transferee to the transferring A Shareholder (or a Permitted Transferee Affiliate of the transferring A Shareholder) (in the case of the A Shareholder) or to the transferring B Shareholder (or a Permitted Transferee Affiliate of the transferring B Shareholder) (in the case of the B Shareholder). ; and (ii) the Affiliate Transferor accepts (or procures the acceptance of) the transfer of all of the Shares by the Affiliate Transferee under clause 10.4(e)(i). 10.5 If a Shareholder transfers breaches this clause 10 or is otherwise required to transfer its Shares pursuant to clause 12.2 or clause 13 (a “Defaulting Person”), the Defaulting Person: (a) hereby unconditionally and irrevocably appoints the other Shareholder as its attorney (each an “Attorney”) and in such Defaulting Person’s name or otherwise and on its behalf to consider, settle, approve, sign, execute, deliver or issue all agreements, documents, certificates and instruments (all whether as a deed or not) which any Attorney in his absolute discretion considers reasonably required to procure that the Defaulting Person complies with this clause 10.5, clause 12.2 or clause 13 (as the case may be); (b) undertakes to ratify and confirm whatever the Attorney does or purports to do in good faith in the exercise of any power conferred by this clause 10.5; (c) declares that any person who deals with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so Attorney in good faith may accept a written statement signed by that each transferee or successor to whom or to which the Shares are transferred is admitted Attorney to the Trust effect that the power of attorney in this clause 10.5 has not been revoked as conclusive evidence of that fact; (d) undertakes to indemnify the Attorney fully against all claims, losses, costs, expenses, damages or liability (including reasonable legal fees and expenses) which he sustains or incurs as a result of any action taken in good faith pursuant to the power of attorney under this clause 10.5 (including any cost incurred in enforcing this indemnity); and (e) shall do or procure the doing of all such acts and execute or procure the execution of such documents, as may from time to time be reasonably required to implement and give full effect to: (i) the power of attorney in this clause 10.5; and (ii) this clause 10.5, including by the execution of all powers of attorney and other documentation required by a Dutch civil-law notary in order for such Dutch civil-law notary to be able to execute a notarial deed of transfer in relation to the relevant Shares. 10.6 Notwithstanding any other provision of this agreement, a B Shareholder may not Transfer any of its Shares to any person who is a Prohibited Transferee at any time. 10.7 The Shareholders shall procure that before any person (other than a person who is already a Shareholder) (a “New Party”) is registered as a transferee of any Share such person shall enter into a Deed of Adherence covenanting with the continuing parties hereto to observe, perform and be bound by all the terms of this agreement which are capable of applying to such transferee and which have not then been performed. The admission Company shall not register any such person as the holder of any transferee as Share until such a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application form. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred deed has been executed by the Trust in connection with any transfer. In connection with any request New Party and the parties hereto undertake to transfer Shares, the Trust may require the Shareholder requesting the transfer to obtain, at the Shareholder’s expense, an opinion enter into such Deed of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers all of its Shares, it will not cease Adherence and upon being so registered that person shall be deemed to be a Shareholder unless and until the transferee is admitted party to this agreement. 10.8 The Shareholders shall exercise their powers in relation to the Trust Company to procure so far as a substituted Shareholder in accordance with this Section 7.2(a). Any transfer by the exercise of Shares permitted under this Section 7.2(a) will be effected such power they can so procure and the Company undertakes to each of the Shareholders to register and give effect to any Transfer made in accordance with the provisions of Section 2.4 hereof. Pursuant to Section 4.1(k) hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers of Shares pursuant to Articles or this Section 7.2(a)agreement. (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person of the Trust, the Trustees, the investment adviser, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer made by the Shareholder in violation of this Section 7.2 and (2) any misrepresentation by the transferring Shareholder or substituted Shareholder in connection with the transfer. A Shareholder transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2) with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion)5.1. If a Shareholder transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application form. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transfer. In connection with any request to transfer Shares, the Trust may require the Shareholder requesting the transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a). Any transfer of Shares permitted under this Section 7.2(a) will be effected transferable only in accordance with the provisions of Section 2.4 hereofthis Agreement. Pursuant to Section 4.1(k) hereof, the Trustees hereby delegate A transfer of Shares by Exmar in accordance with this Agreement shall necessarily involve a transfer to the officers same transferee of the Trust all power Shares held by Exmar and authority to approve and effect transfers all Shareholders Loans made by Exmar. A transfer of Shares pursuant by DSME 2237 in accordance with this Agreement shall necessarily involve a transfer to the same transferee of all Shares held by DSME 2237 and all Shareholders Loans made by DSME 2237. In the event a Shareholder (the “Transferor”) intends to transfer its Shares (the “Offered Shares”) to another person (the “Candidate Transferee”), it shall first give written notice of such intention (the “Transfer Notice”) to the Board and the other Shareholder in order to enable the other Shareholder to exercise its pre-emptive right on such Offered Shares in accordance with the procedure set forth in this Section 7.2(aArticle 5 (the “Pre-emptive Right”). 5.2. The Transfer Notice shall specify: (a) the number of Offered Shares the Transferor wishes to transfer, being all Shares held by the Transferor; (b) Each Shareholder will indemnify the identification details of the Candidate Transferee (which Candidate Transferee must be ready, willing, able, and hold harmless legally obligated to acquire the TrustOffered Shares at the price and on the terms and conditions set forth in the Transfer Notice), such as, for natural persons, the Trusteesname, each address of domicile, nationality and profession, and for legal entities, the legal form, address of registered office or business seat, jurisdiction of incorporation or organisation, as well as the ultimate owner or parent of such entity; (c) the bona fide price (stated in US dollars) the Candidate Transferee wishes to pay for the Offered Shares and the Shareholders Loans (the “Purchase Price”); and (d) the other terms and conditions upon which the Offered Shares and the Shareholders Loans would be transferred. The Pre-emptive Right must be exercised with respect to all of the Offered Shares and the Shareholders Loans and cannot be exercised with respect to only a portion of the Offered Shares and the Shareholders Loans. The other Shareholder and any Affiliated Person which wishes to acquire all of the TrustOffered Shares and the Shareholders Loans (the “Purchasing Shareholder”) shall, within 30 calendar days of the date of the Transfer Notice, so notify the Board. 5.3. Contrary to Article 1583 of the Belgian Civil Code, legal title to the Offered Shares shall only be transferred upon payment of the Purchase Price by the Purchasing Shareholder. The Purchase Price shall be paid and legal title to the Offered Shares shall be transferred within ***** days following the date of the notice by the Purchasing Shareholder that it wishes to purchase the Offered Shares at the Purchase Price. 5.4. In the event that the Pre-emptive Right has not been exercised on all of the Offered Shares and the Shareholders Loans within the above mentioned period of ***** days of the date of the Transfer Notice, the TrusteesBoard shall inform the Transferor thereof within ***** days following the expiry date of the above mentioned ***** days period (the “Board Notice”). The Transferor shall then be entitled to effect the proposed transfer in accordance with the Transfer Notice. In case the Transferor has not effected such transfer within a period of ***** days as from the date of the Board Notice, the investment adviserprocedures as set out in this Article 5 must again be followed for the transfer of the Offered Shares and the Shareholders Loans. 5.5. The Pre-emptive Right of the Shareholders as laid down in Articles 5.1 through 5.4 above shall not apply to: (i) any transfer of Shares to an affiliate (including a partnership, any sub-adviser trust or fund) belonging to the group of the Transferor, provided that at the same time its rights and each obligations under this Agreement are assigned to such transferee and provided that such transferee covenants in favor of the other Shareholders against Parties to this Agreement to be bound by the terms and conditions of this Agreement including this Article in such manner and to such extent as such other Parties may require, and to sell its Shares back to a member of the group of the Transferor if the transferee ceases to be a member of that group, and such transferee shall, as from the date of such transfer, be treated as a Shareholder for all losses, claims, damages, liabilities, costs and expenses the purposes of this Agreement; and (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1ii) any transfer made by the Shareholder in violation of this Section 7.2 and (2) any misrepresentation by the transferring Shareholder or substituted Shareholder shares in connection with the transfer. enforcement of a right of pledge on the Shares (including the right of pledge on the A Shareholder transferring Shares may granted to the Security Trustee (as defined in the Loan Agreement) pursuant to the Loan Agreement), provided that at the same time the rights and obligations of the Transferor are assigned to the transferee and provided that such transferee covenants in favor of the other Parties to this Agreement to be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred bound by the Trust terms and conditions of this Agreement including this Article in connection with such manner and to such extent as such other Parties may require and such transferee shall, as from the date of such transfer, be treated as a Shareholder for all the purposes of this Agreement. 5.6. Any transfer of Shares by setting off the Shareholders will only be permitted provided that the Transferor at the same time assigns its rights and obligations under this Agreement to such charges due from transferee and provided that such transferee covenants in favor of the other Parties to be bound by the terms and conditions of this Agreement. If, notwithstanding the foregoing, a transferee becomes registered as a shareholder of the Company without agreeing to be bound by the terms and conditions of this Agreement, the Shareholder from declared but unpaid dividends or distributions owed which transferred the Shares so registered shall, until such Shareholder and/or by reducing an agreement is executed, be deemed to be the number of shares in the account holder of such Shareholder by that number Shares for all the purposes of full and/or fractional this Agreement. 5.7. Any transfer of Shares which represents in violation of the outstanding amount provisions of such charges due from such Shareholderthis Article 5 shall be null and void and shall be without any effect vis-à-vis the Company.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred Transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2) under certain limited instances set out in this Declaration, including Section 6.4 of this Declaration, with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). If a Shareholder transfers Transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred Transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application formInvestor Certification Form. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transferTransfer. In connection with any request to transfer Transfer Shares, the Trust may require the Shareholder requesting the transfer Transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers Transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a8.1(a). Any transfer Transfer of Shares permitted under this Section 7.2(a8.1(a) will be effected in accordance with the provisions of Section 2.4 6.4 hereof. Pursuant to Section 4.1(k) 6.4 hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers Transfers of Shares pursuant to this Section 7.2(a8.1(a). (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person Affiliate of the Trust, the Trustees, the investment adviser, any sub-adviser Special Shareholder and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer Transfer made by the Shareholder in violation of this Section 7.2 8.1 and (2) any misrepresentation by the transferring Transferring Shareholder or substituted Shareholder in connection with the transferTransfer. A Shareholder transferring Transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such ShareholderTransfer.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred only (1) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2) with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). If a Shareholder transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application form. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transfer. In connection with any request to transfer Shares, the Trust may require the Shareholder requesting the transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a). Any transfer of Shares permitted under this Section 7.2(a) will be effected in accordance with the provisions of Section 2.4 hereof. Pursuant to Section 4.1(k4.1(j) hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers of Shares pursuant to this Section 7.2(a). (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person of the Trust, the Trustees, the investment adviser, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer made by the Shareholder in violation of this Section 7.2 and (2) any misrepresentation by the transferring Shareholder or substituted Shareholder in connection with the transfer. A Shareholder transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2) with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). If a Shareholder transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application form. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transfer. In connection with any request to transfer Shares, the Trust may require the Shareholder requesting the transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a). Any transfer of Shares permitted under this Section 7.2(a) will be effected in accordance with the provisions of Section 2.4 hereof. Pursuant to Section 4.1(k4.1(j) hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers of Shares pursuant to this Section 7.2(a). (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person of the Trust, the Trustees, the investment adviser, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer made by the Shareholder in violation of this Section 7.2 and (2) any misrepresentation by the transferring Shareholder or substituted Shareholder in connection with the transfer. A Shareholder transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.

Transfer of Shares. (a) a. Any Shares held by a Shareholder may be transferred Transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2) under certain limited instances set out in this Declaration, with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). The Trustees may not consent to a Transfer unless (i) the Transferring Shareholder has been a Shareholder for at least six months, (ii) the proposed Transfer is to be made on the effective date of an offer by the Trust to repurchase Shares, and (iii) after the proposed Transfer, the value of the Shares held by the transferee, as well as the value of the Shares of the Shareholder Transferring less than all of its Shares, would be at least equal to the amount of the applicable minimum initial investment in the Trust. If a Shareholder transfers Transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred Transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application formcertification form and acceptance thereof by the Trust. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transferTransfer. In connection with any request to transfer Transfer Shares, the Trust may require the Shareholder requesting the transfer Transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers Transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a9.1(a). Any transfer Transfer of Shares permitted under this Section 7.2(a9.1(a) will be effected in accordance with the provisions of Section 2.4 6.9 hereof. Pursuant to Section 4.1(k) 3.6 hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers Transfers of Shares pursuant to this Section 7.2(a9.1(a). Notwithstanding the foregoing, the Trustees may approve such other transfers and transfer processes and procedures as the Trustees believe are appropriate. (b) b. Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person Affiliate of the Trust, the Trustees, the investment adviser, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer Transfer made by the Shareholder in violation of this Section 7.2 9.1 and (2) any misrepresentation by the transferring Transferring Shareholder or substituted Shareholder in connection with the transferTransfer. A Pursuant to Section 3.8 hereof, a Shareholder transferring Transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such ShareholderTransfer.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred Transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2) under certain limited instances set out in this Declaration, with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). Any Transfer made or purported to be made in violation of this Agreement shall be void and of no effect. If a Shareholder transfers Transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred Transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application forma subscription agreement. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transferTransfer. In connection with any request to transfer Transfer Shares, the Trust may require the Shareholder requesting the transfer Transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers Transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a9.1(a). Any transfer Transfer of Shares permitted under this Section 7.2(a9.1(a) will be effected in accordance with the provisions of Section 2.4 6.8 hereof. Pursuant to Section 4.1(k) 3.6 hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve approve, terminate and effect transfers Transfers of Shares pursuant to this Section 7.2(a9.1(a). (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person Affiliate of the Trust, the Trustees, the investment adviser, any sub-adviser Trustees and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer Transfer made by the Shareholder in violation of this Section 7.2 9.1 and (2) any misrepresentation by the transferring Transferring Shareholder or substituted Shareholder in connection with the transferTransfer. A Pursuant to Section 3.8 hereof, a Shareholder transferring who Transfers Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such ShareholderTransfer.

Transfer of Shares. (a) Any 3.11.1 Subject to Section 3.11.2, each transfer of Shares held by to a Shareholder may be transferred only (1) by operation of law pursuant to new or existing Party requires the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2) with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). If a Shareholder transfers Shares with the prior approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to Board which the Shares are transferred is admitted to the Trust as approval shall not be unreasonably withheld. Where a Shareholder. The admission of any transferee as a substituted Class A Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application form. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transfer. In connection with any request proposes to transfer Sharessome, the Trust may require the Shareholder requesting the transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers but not all of its Shares, it will the Board shall not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a). Any approve any transfer of Shares permitted pursuant to which a Class A Shareholder will hold less than 2,500 Shares. Where a Class D Shareholder proposes to transfer some, but not all of its Shares, the Board shall not approve any transfer of Shares pursuant to which a Class D Shareholder will hold less than 2,500 Shares. Any expenses incurred by the Company in connection with a transfer of Shares shall be borne by the parties transferring the Shares. 3.11.2 The obligations which each of the Shareholders assumes under this Section 7.2(a) will Agreement are also assumed by such Shareholders on behalf of their legal successors under universal or particular title. Each of the Shareholders hereby undertakes vis-à-vis the other Shareholders and the Company not to transfer the Shares held by that Shareholder, to a transferee unless said transferee is adequately capitalized, as required by applicable laws and regulations, is not bankrupt or otherwise insolvent and no proceedings to be effected declared bankrupt or otherwise insolvent have been initiated or are about to be initiated, is not engaged in, nor threatened by, any litigation or other proceedings the outcome of which could reasonably be expected to result in a Material Adverse Change, and does not pose a reputational risk to the Company or any of the Shareholders; and further, not even if that transfer occurs in accordance with the provisions of Section 2.4 hereofthis Agreement, without having ensured first that the party acquiring those Shares has undertaken to assume unconditionally the obligations which the party transferring those Shares has under this Agreement, including, but not limited to the obligation to make Capital Contributions pursuant to a Capital Call. Pursuant to Section 4.1(k) hereofA third-party purchaser of a Shareholder’s Shares must become bound by the terms of this Agreement concurrently with the purchase of such Shares and execute a Deed of Adherence. 3.11.3 A Shareholder shall not encumber its Shares with pledges, usufructs, charges, liens or other limited rights and shall not issue any depositary receipts for Shares. In addition, if any prejudgment or executory attachment is made on a Shareholder’s Shares, such Shareholder shall ensure that this attachment is lifted within 30 days after it was made. 3.11.4 Notwithstanding the other provisions in this Agreement, the Trustees hereby delegate Board shall approve every transfer of Shares to an Affiliate of such a Shareholder, provided (i) the Affiliate has confirmed to the officers Board's satisfaction that it shall be bound by all conditions and provisions of this Agreement, has executed a Deed of Adherence, satisfied all KYC and AML requirements as stipulated by the Board from time to time and has accepted all of its predecessor’s rights and obligations; (ii) the Affiliate has provided supporting documentation to the Board's satisfaction that it has sufficient financial means to fulfil all of the Trust Shareholder’s obligations; and (iii) the transfer is made in compliance with all power applicable laws or an exemption therefrom. 3.11.5 The Company is regulated in Mauritius. The Shares have not been registered under the laws of any jurisdiction and authority to approve each Shareholder acknowledges and effect transfers agrees that it will not transfer all or any portion of the Shares unless such transfer has been registered or is exempt from registration under the applicable securities laws. Each Shareholder acknowledges and agrees further that if any transfer of Shares is to be made in reliance on any exemption under any securities regulations, the Company may require an opinion of counsel reasonably satisfactory to it that such transfer may be made pursuant to this Section 7.2(a)an exemption or otherwise under the applicable laws. (b) Each 3.11.6 The Shareholders acknowledge that Company may provide each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person upon request a copy of the Trust, the Trustees, the investment adviser, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer made by the Shareholder in violation of this Section 7.2 and (2) any misrepresentation by the transferring Shareholder or substituted Shareholder in connection with the transfer. A Shareholder transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such ShareholderRegister.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2) with the consent of the Trustees (which may be withheld in the Trustees’ Trustees sole and absolute discretion). If a Shareholder transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application form. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ attorneys and accountants’ accountants fees, incurred by the Trust in connection with any transfer. In connection with any request to transfer Shares, the Trust may require the Shareholder requesting the transfer to obtain, at the Shareholder’s Shareholders expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a). Any transfer of Shares permitted under this Section 7.2(a) will be effected in accordance with the provisions of Section 2.4 hereof. Pursuant to Section 4.1(k) hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers of Shares pursuant to this Section 7.2(a). (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person of the Trust, the Trustees, the investment adviser, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer made by the Shareholder in violation of this Section 7.2 and (2) any misrepresentation by the transferring Shareholder or substituted Shareholder in connection with the transfer. A Shareholder transferring Shares may be charged reasonable expenses, including attorneys’ attorneys and accountants’ accountants fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred only (1i) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or (2ii) with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion). If a Shareholder transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which is recorded in the Shares are transferred is admitted to books and records of the Trust as a Shareholderthe Shareholder of record with respect to the transferred Shares. The admission recordation of any transferee as a substituted Shareholder will of record shall be effective upon completed following the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application form. Each transferring Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transferTransfer. In connection with any request to transfer Transfer Shares, the Trust may require the Shareholder requesting the transfer Transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted recorded as the shareholder of record with respect to the Trust as a substituted Shareholder in accordance with this Section 7.2(a)transferred Shares. Any transfer Transfer of Shares permitted under this Section 7.2(a3.3(a) will be effected in accordance with the provisions of Section 2.4 3.3(c) hereof. Pursuant to Section 4.1(k) 4.11 hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers Transfers of Shares pursuant to this Section 7.2(a3.3(a). (b) Each To the fullest extent permitted by applicable law, each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person affiliate of the Trust, the Trustees, the investment adviserInvestment Manager, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1i) any transfer Transfer made by the Shareholder in violation of this Section 7.2 3.3 and (2ii) any misrepresentation by the transferring Shareholder or substituted Shareholder in connection with the transfer. A Shareholder transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transferTransfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder. (c) Except as otherwise provided by the Trustees, Shares shall be transferable on the books of the Trust only by the record holder thereof or by his duly authorized agent upon delivery to the Trustees or the Trust’s transfer or similar agent of a duly executed instrument of transfer, together with a Share certificate if one is outstanding, and such evidence of the genuineness of each such execution and authorization and of such other matters (including investor qualification requirements) as may be required by the Trustees. Upon such delivery, and subject to any further requirements specified by the Trustees, the Transfer shall be recorded on the books of the Trust. Until a Transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the Shareholder with respect to such Shares for all purposes hereunder and neither the Trustees nor the Trust, nor any transfer or similar agent or registrar or any officer, employee or agent of the Trust, shall be affected by any notice of a proposed Transfer.

Transfer of Shares. (a) Any Shares held by a Shareholder may be transferred Transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Shareholder or and (2) under certain limited instances set out in this Declaration, with the consent of the Trustees (which may be withheld in the Trustees’ sole and absolute discretion and which may be provided for pursuant to a general policy or on a case-by-case basis). The Trustees may, in their discretion), not consent to a Transfer unless (i) the Transferring Shareholder has been a Shareholder for at least six months and (ii) after the proposed Transfer, the value of the Shares held by the transferee, as well as the value of the Shares of the Shareholder Transferring less than all of its Shares, would be at least equal to the amount of the applicable minimum initial investment in the Trust. If a Shareholder transfers Transfers Shares with the approval of the Trustees, the Trustees will as promptly as practicable take all necessary actions so that each transferee or successor to whom or to which the Shares are transferred Transferred is admitted to the Trust as a Shareholder. The admission of any transferee as a substituted Shareholder will be effective upon the execution and delivery by, or on behalf of, the substituted Shareholder of an investor application formcertification form and acceptance thereof by the Trust. Each Shareholder and transferee agrees to pay all expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with any transferTransfer. In connection with any request to transfer Transfer Shares, the Trust may require the Shareholder requesting the transfer Transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Trustees as to such matters as the Trustees may reasonably request. If a Shareholder transfers Transfers all of its Shares, it will not cease to be a Shareholder unless and until the transferee is admitted to the Trust as a substituted Shareholder in accordance with this Section 7.2(a9.1(a). Any transfer Transfer of Shares permitted under this Section 7.2(a9.1(a) will be effected in accordance with the provisions of Section 2.4 6.8 hereof. Pursuant to Section 4.1(k) 3.6 hereof, the Trustees hereby delegate to the officers of the Trust all power and authority to approve and effect transfers Transfers of Shares pursuant to this Section 7.2(a9.1(a). Notwithstanding the foregoing, the Trustees may approve such other transfers and transfer processes and procedures as the Trustees believe are appropriate. (b) Each Shareholder will indemnify and hold harmless the Trust, the Trustees, each other Shareholder and any Affiliated Person Affiliate of the Trust, the Trustees, the investment adviser, any sub-adviser and each of the other Shareholders against all losses, claims, damages, liabilities, costs and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs and expenses or any judgments, fines and amounts paid in settlement), joint or several, to which these Persons may become subject by reason of or arising from (1) any transfer Transfer made by the Shareholder in violation of this Section 7.2 9.1 and (2) any misrepresentation by the transferring Transferring Shareholder or substituted Shareholder in connection with the transferTransfer. A Pursuant to Section 3.8 hereof, a Shareholder transferring Transferring Shares may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Trust in connection with the transfer, by setting off such charges due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such ShareholderTransfer.