Common use of Trust Evaluation Clause in Contracts

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of regular trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’’ Amounts receivable by the Trust in foreign currency shall be converted to U.S. dollars based on current exchange rates, in the same manner as provided in Section 4.4, for the conversion of the valuation of foreign Securities. The Trustee shall promptly advise the Depositor of each determination of Unit Value made by it as above provided, and, in addition, upon each valuation by the Trustee under Section 4.1 other than those involved in such calculations of Unit Value, the Trustee shall promptly furnish to the Depositor, for purposes of assisting them in maintaining a market in the Units, with such information regarding the Principal, Income and Reserve Accounts as the Depositor may reasonably request.”

Trust Evaluation. The Trustee shall make an evaluation As of the Trust as of the close of trading on the New York Stock Exchange Evaluation Time (sometimes referred to herein as the ‘Evaluation Time’) (1a) on the last Business Day of each of the months of June and Decemberyear, (2b) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3c) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately , the Trustee shall: add (a)(1i) the cash on hand in the Trust (other than all moneys on deposit in a Trust or moneys in the Reserve Accountprocess of being collected from matured interest coupons or bonds matured or called for redemption prior to maturity (excluding cash, funds cash equivalents or Letters of Credit deposited on the date thereof by the Depositor pursuant to Section 2.01 hereof for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds Contract Securities, unless such cash or Letters of Credit have been deposited in the Principal Account with respect Income and Capital Accounts because of failure to which contracts for apply such moneys to the purchase of Contract Securities pursuant to the Substitute provisions of Sections 2.01, 3.02 and 3.03 hereof, plus (ii) the aggregate Evaluation of all Securities (including Contract Securities and additional Securities for which purchase contracts have been entered into pursuant to the Depositor’s instructions pursuant to Section 3.7 2.05, less the purchase price of such contracts) on deposit in such Trust (such Evaluation to be made on the basis of the aggregate underlying value of the Securities as determined in Section 4.01(b) for the purpose of computing redemption value of Units as set forth in Section 5.02 hereof), plus (iii) all other income from the Securities (including dividends receivable on stocks the Equity Securities trading ex dividend, (a)(2) the value of each issue ex-dividend as of the date of such valuation and including interest accrued on the Fixed Income Securities in not subject to collection and distribution) as of the Trust as determined by Evaluation Time on the Trustee pursuant to Section 4.1 and (a)(3) date of such Evaluation together with all other assets of the such Trust. For each such evaluation computation there shall be deducted from the sum of the above (b)(1i) amounts representing any applicable taxes or other governmental charges payable out of the respective Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2ii) amounts representing estimated accrued fees of the Trustee and expenses of the such Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses)Trustee, accrued fees and expenses of the Evaluator, the Supervisor, the Depositor and counsel, in each case as reported by the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution Trustee to Unitholders of record as of a date the Depositor on or prior to the evaluation then being madedate of computation, (b)(4iii) amounts representing unpaid organization costs, (iv) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5v) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6vi) unpaid organizational and offering costs in any moneys identified by the estimated amount per Unit set forth in Trustee, as of the Prospectusdate of such computation, as held for distribution to Unitholders of record as of an Income or Capital Account Record Date, or for payment of the Redemption Value of Units tendered, prior to such date. The resulting figure is herein called a “Trust Fund Evaluation.” The value of the pro rata share of each Unit of the respective Trust determined on the basis of any such evaluation shall be referred to herein as the ‘“Unit Value.’”” Amounts receivable by the Trust in foreign currency shall be reported to the Evaluator who shall convert the same to U.S. dollars based on current exchange rates, in the same manner as provided in Section 4.01(b) or 4.01(c), as applicable, for the conversion of the valuation of foreign Securities, and the Evaluator shall report such conversion with each Evaluation made pursuant to Section 4.01.

Trust Evaluation. The Trustee shall make an evaluation As of the Trust as of the close of trading on the New York Stock Exchange Evaluation Time (sometimes referred to herein as the ‘Evaluation Time’) (1a) on the last Business Day of each of the months of June and Decemberyear, (2b) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3c) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately , the Trustee shall: add (a)(1i) the cash on hand in the Trust (other than all moneys on deposit in a Trust or moneys in the Reserve Accountprocess of being collected from matured interest coupons or bonds matured or called for redemption prior to maturity (excluding (1) cash, funds cash equivalents or Letters of Credit deposited on the date thereof by the Depositor pursuant to Section 2.01 hereof for the purchase of Contract Securities, unless such cash or Letters of Credit have been deposited in the Income and Capital Accounts because of failure to apply such moneys to the purchase of Contract Securities pursuant to the provisions of Sections 2.01, 3.02 and not theretofore 3.03 hereof and (2) amounts credited to the Principal Reserve Account pursuant to Section 3.3 3.04 hereof), plus (ii) the aggregate Evaluation of all Securities (including Contract Securities and funds in the Principal Account with respect to additional Securities for which purchase contracts for the purchase of the Substitute Securities have been entered into pursuant to the Depositor’s instructions pursuant to clause (ii) of the first sentence of Section 3.7 2.01(b), less the purchase price of such contracts) on deposit in such Trust (such Evaluation to be made on the basis of the aggregate underlying value of the Securities as determined in Section 5.01(b) for the purpose of computing Redemption Price of Units as set forth in Section 6.02 hereof), plus (iii) all other income from the Securities (including dividends receivable on stocks the Equity Securities trading ex dividend, (a)(2) the value of each issue ex-dividend as of the date of such valuation and including interest accrued on the Fixed Income Securities in not subject to collection and distribution) as of the Trust as determined by Evaluation Time on the Trustee pursuant to Section 4.1 and (a)(3) date of such Evaluation together with all other assets of the such Trust. For each such evaluation computation there shall be deducted from the sum of the above (b)(1i) amounts representing any applicable taxes or other governmental charges payable out of the respective Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2ii) amounts representing estimated accrued fees of the Trustee and expenses of the such Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses)Trustee, accrued fees and expenses of the Evaluator, the Supervisor, the Depositor and counsel, in each case as reported by the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution Trustee to Unitholders of record as of a date the Depositor on or prior to the evaluation then being madedate of computation, (b)(4iii) amounts representing unpaid organization costs, (iv) if the Prospectus for a Trust provides that the creation Creation and development feeDevelopment Fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation Creation and development feesDevelopment Fees, (b)(5v) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6vi) unpaid organizational and offering costs in any amounts identified by the estimated amount per Unit set forth in Trustee, as of the Prospectusdate of such computation, as held for distribution to Unitholders of record as of an Income or Capital Account Record Date, or for payment of the Redemption Price of Units tendered, prior to such date. The resulting figure is herein called a “Trust Evaluation.” The value of the pro rata share of each Unit of the respective Trust determined on the basis of any such evaluation shall be referred to herein as the ‘“Unit Value.’”” Amounts receivable by the Trust in foreign currency shall be reported to the Evaluator who shall convert the same to U.S. dollars based on current exchange rates, in the same manner as provided in Section 5.01(b) or 5.01(c), as applicable, for the conversion of the valuation of foreign Securities, and the Evaluator shall report such conversion with each Evaluation made pursuant to Section 5.01. This Trust Agreement shall be deemed effective when executed and delivered by the Sponsor and the Trustee.

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”” In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed on the date first above written. The Bank of New York Mellon Trustee By: /s/ XXXXXXX XXXXXXXX Vice President Xxxxxxx & Xxxxx, Inc. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory - 8 - Xxxxxxx & Xxxxx Asset Management Inc. Portfolio Supervisor By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory

Trust Evaluation. The Trustee shall make an evaluation As of the Trust as of the close of trading on the New York Stock Exchange Evaluation Time (sometimes referred to herein as the ‘Evaluation Time’) (1a) on the last Business Day of each of the months of June and Decemberyear, (2b) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3c) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately , the Trustee shall: add (a)(1i) the cash on hand in the Trust (other than all moneys on deposit in a Trust or moneys in the Reserve Accountprocess of being collected from matured interest coupons or bonds matured or called for redemption prior to maturity (excluding (A) cash, funds cash equivalents or Letters of Credit deposited on the date thereof by the Depositor pursuant to Section 2.01 hereof for the purchase of Contract Securities, unless such cash or Letters of Credit have been deposited in the Income and Capital Accounts because of failure to apply such moneys to the purchase of Contract Securities pursuant to the provisions of Sections 2.01, 3.02 and not theretofore 3.03 hereof and (B) moneys credited to the Principal Reserve Account pursuant to Section 3.3 3.04 hereof), plus (ii) the aggregate Evaluation of all Securities (including Contract Securities and funds in the Principal Account with respect to additional Securities for which purchase contracts for the purchase of the Substitute Securities have been entered into pursuant to the Depositor’s instructions pursuant to Section 3.7 2.05, less the purchase price of such contracts) on deposit in such Trust (such Evaluation to be made on the basis of the aggregate underlying value of the Securities as determined in Section 4.01(b) for the purpose of computing redemption value of Units as set forth in Section 5.02 hereof), plus (iii) all other income from the Securities (including dividends receivable on stocks the Equity Securities trading ex dividend, (a)(2) the value of each issue ex-dividend as of the date of such valuation and including interest accrued on the Fixed Income Securities in not subject to collection and distribution) as of the Trust as determined by Evaluation Time on the Trustee pursuant to Section 4.1 and (a)(3) date of such Evaluation together with all other assets of the such Trust. For each such evaluation computation there shall be deducted from the sum of the above (b)(1i) amounts representing any applicable taxes or other governmental charges payable out of the respective Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2ii) amounts representing estimated accrued fees of the Trustee and expenses of the such Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses)Trustee, accrued fees and expenses of the Evaluator, the Supervisor, the Depositor and counsel, in each case as reported by the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution Trustee to Unitholders of record as of a date the Depositor on or prior to the evaluation then being madedate of computation, (b)(4iii) amounts representing unpaid organization costs, (iv) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5v) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6vi) unpaid organizational and offering costs in any moneys identified by the estimated amount per Unit set forth in Trustee, as of the Prospectusdate of such computation, as held for distribution to Unitholders of record as of an Income or Capital Account Record Date, or for payment of the Redemption Value of Units tendered, prior to such date. The resulting figure is herein called a “Trust Fund Evaluation.” The value of the pro rata share of each Unit of the respective Trust determined on the basis of any such evaluation shall be referred to herein as the ‘“Unit Value.’”” Amounts receivable by the Trust in foreign currency shall be reported to the Evaluator who shall convert the same to U.S. dollars based on current exchange rates, in the same manner as provided in Section 4.01(b) or 4.01(c), as applicable, for the conversion of the valuation of foreign Securities, and the Evaluator shall report such conversion with each Evaluation made pursuant to Section 4.01. This Reference Trust Agreement shall be deemed effective when executed and delivered by the Sponsor and the Trustee.

Trust Evaluation. The Trustee shall make an evaluation As of the Trust as of the close of trading on the New York Stock Exchange Evaluation Time (sometimes referred to herein as the ‘Evaluation Time’) (1a) on the last Business Day of each of the months of June and Decemberyear, (2b) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3c) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately , the Trustee shall: add (a)(1i) the cash on hand in the Trust (other than all moneys on deposit in a Trust or moneys in the Reserve Accountprocess of being collected from matured interest coupons or bonds matured or called for redemption prior to maturity (excluding (A) cash, funds cash equivalents or Letters of Credit deposited on the date thereof by the Depositor pursuant to Section 2.01 hereof for the purchase of Contract Securities, unless such cash or Letters of Credit have been deposited in the Income and Capital Accounts because of failure to apply such moneys to the purchase of Contract Securities pursuant to the provisions of Sections 2.01, 3.02 and not theretofore 3.03 hereof and (B) moneys credited to the Principal Reserve Account pursuant to Section 3.3 3.04 hereof), plus (ii) the aggregate Evaluation of all Securities (including Contract Securities and funds in the Principal Account with respect to additional Securities for which purchase contracts for the purchase of the Substitute Securities have been entered into pursuant to the Depositor's instructions pursuant to Section 3.7 2.05, less the purchase price of such contracts) on deposit in such Trust (such Evaluation to be made on the basis of the aggregate underlying value of the Securities as determined in Section 4.01(b) for the purpose of computing redemption value of Units as set forth in Section 5.02 hereof), plus (iii) all other income from the Securities (including dividends receivable on stocks the Equity Securities trading ex dividend, (a)(2) the value of each issue ex-dividend as of the date of such valuation and including interest accrued on the Fixed Income Securities in not subject to collection and distribution) as of the Trust as determined by Evaluation Time on the Trustee pursuant to Section 4.1 and (a)(3) date of such Evaluation together with all other assets of the such Trust. For each such evaluation computation there shall be deducted from the sum of the above (b)(1i) amounts representing any applicable taxes or other governmental charges payable out of the respective Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2ii) amounts representing estimated accrued fees of the Trustee and expenses of the such Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses)Trustee, accrued fees and expenses of the Evaluator, the Supervisor, the Depositor and counsel, in each case as reported by the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution Trustee to Unitholders of record as of a date the Depositor on or prior to the evaluation then being madedate of computation, (b)(4iii) amounts representing unpaid organization costs, (iv) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5v) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6vi) unpaid organizational and offering costs in any moneys identified by the estimated amount per Unit set forth in Trustee, as of the Prospectusdate of such computation, as held for distribution to Unitholders of record as of an Income or Capital Account Record Date, or for payment of the Redemption Value of Units tendered, prior to such date. The resulting figure is herein called a "Trust Fund Evaluation." The value of the pro rata share of each Unit of the respective Trust determined on the basis of any such evaluation shall be referred to herein as the ‘"Unit Value.’”" Amounts receivable by the Trust in foreign currency shall be reported to the Evaluator who shall convert the same to U.S. dollars based on current exchange rates, in the same manner as provided in Section 4.01(b) or 4.01(c), as applicable, for the conversion of the valuation of foreign Securities, and the Evaluator shall report such conversion with each Evaluation made pursuant to Section 4.01. This Reference Trust Agreement shall be deemed effective when executed and delivered by the Sponsor and the Trustee.

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) , (1i) on the last Business Day business day of each of the months of June and December, (2ii) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading)redemption, and (3iii) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(11) the cash on hand in the Trust (other than moneys monies on deposit in the Reserve Account, funds deposited on the date thereof hereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 3.03 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Replacement Securities have been entered into pursuant to Section 3.7 hereof3.07), including dividends receivable on stocks trading ex dividend, (a)(22) the value of each issue of the Securities Security in the Trust on the bid side of the market as determined by the Trustee Evaluator pursuant to Section 4.1 4.01, and (a)(33) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1i) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2ii) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees and expenses of the Trustee and the Evaluator and expenses of the Trust (including legal and auditing expenses), accrued fees in each case as reported by the Trustee to the Evaluator on or prior to the date of evaluation and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3ii) cash held for distribution to Unitholders Unit Holders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘"Unit Value.’”" The Trustee shall promptly advise the Depositor of each determination of Unit Value made by it as above provided, and, shall promptly furnish to the Depositor such information regarding the Principal, Income and Reserve Accounts as the Depositor may reasonably request.

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”” In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed on the date first above written. The Bank of New York Mellon Trustee By: /s/ GXXXXXX XXXXXXXX Vice President Hxxxxxx & Wxxxx, Inc. By: /s/ Kxxxx X. Xxxx Kxxxx X. Xxxx Authorized Signatory - 8 - Hxxxxxx & Wxxxx Asset Management Inc. Portfolio Supervisor By: /s/ Kxxxx X. Xxxx Kxxxx X. Xxxx Authorized Signatory

Trust Evaluation. The Trustee shall make an evaluation As of the Trust as of the close of trading on the New York Stock Exchange Evaluation Time (sometimes referred to herein as the ‘Evaluation Time’) (1a) on the last Business Day of each of the months of June and Decemberyear, (2b) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3c) on any other day desired by the Trustee or requested by the Depositor. Such , the Trustee shall: Add (i) all moneys on deposit in a Trust (excluding (1) cash, cash equivalents or Letters of Credit deposited pursuant to Section 2.01 hereof for the purchase of Contract Securities, unless such cash or Letters of Credit have been deposited in the Income and Capital Accounts because of failure to apply such moneys to the purchase of Contract Securities pursuant to the provisions of Sections 2.01, 3.02 and 3.03 hereof and (2) moneys credited to the Reserve Account pursuant to Section 3.04 hereof), plus (ii) the aggregate Evaluation of all Securities (including Contract Securities) on deposit in the Trust (such evaluations to be made on the basis of bid prices for the OTC Securities and the aggregate underlying value of the Equity Securities as determined in Section 5.01(b) for the purpose of computing redemption value of Units as set forth in Section 6.02 hereof, and additionally, such evaluations shall take into account and itemize separately (a)(11) the cash on hand in the Trust (other than cash declared held in trust to cover contracts to purchase Securities) or moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor process of being collected from any Securities matured or called for the purchase of Securities and not theretofore credited redemption prior to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividendmaturity, (a)(22) the value of each issue of the Securities in the Trust as last determined by the Trustee pursuant to Section 4.1 5.01, and (a)(33) interest accrued thereon not subject to collection and distribution), plus (iii) all other income from the Securities (including dividends receivable on any Securities trading ex-dividend as of the date of such valuation) as of the Evaluation Time on the date of such Evaluation together with all other assets of the such Trust. For each such evaluation computation there shall be deducted from the sum of the above (b)(1i) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2ii) amounts representing estimated accrued fees of the Trustee and expenses of the such Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses)Trustee, accrued fees and expenses of the Supervisor, the Depositor and counsel, in each case as reported by the Portfolio Supervisor Trustee to the Depositor on or prior to the date of computation, and their successors(iii) any moneys identified by the Trustee, if anyas of the date of such computation, (b)(3) cash as held for distribution to Unitholders of record as of a date on an Income or Capital Account Record Date or for payment of the Redemption Price of Units tendered prior to the evaluation then being made, (b)(4) if the Prospectus for such date. The resulting figure is herein called a "Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. Evaluation." The value of the pro rata share of each Unit of the respective Trust determined on the basis of any such evaluation shall be referred to herein as the ‘"Unit Value.’”" Amounts receivable by the Trust in foreign currency shall be converted by the Trustee to U.S. dollars based on current exchange rates, in the same manner as provided in Section 5.01(b) or 5.01(c), as applicable, for the conversion of the valuation of foreign Securities, and the Trustee shall report such conversion with each Evaluation made pursuant to Section 5.01."

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange Evaluation Time (sometimes referred to herein as the ‘Evaluation Time’) (1i) on the last Business Day of each of the months of June and December, (2ii) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3iii) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys monies on deposit in the Reserve Account, funds deposited on the date thereof hereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 3.03 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Replacement Securities have been entered into pursuant to Section 3.7 3.07 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust reduced by the value of each of the Purchase Rights as determined by the Trustee pursuant to Section 4.1 4.01, and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their its respective successors, if any, and (b)(3) cash held for distribution to Unitholders Unit Holders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘"Unit Value.’”" The sum of (a)(1) and (a)(3) reduced by the sum of (b)(1) and (b)(2) and (b)(3) shall be referred to herein as the "Unit Cash Value." The Trustee shall promptly advise the Depositor of each determination of Unit Value made by it as above provided, and, in addition, upon each evaluation by the Trustee under Section 4.01 other than those involved in such calculations of Unit Value, the Trustee shall promptly furnish to the Depositor, for purposes of assisting it in maintaining a market in the Units, with such information regarding the Principal, Income and Reserve Accounts as the Depositor may reasonably request.

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”” In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed on the date first above written. The Bank of New York Mellon Trustee By: /s/ XXXXXXX XXXXXXXX Vice President (Seal) State of New York ) : ss.: County of Kings ) On the 1st day of November in the year 2012, before me personally came Xxxxxxx Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that he resides in Brooklyn, New York; that he is a Vice President of The Bank of New York Mellon, the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ XXXXX XX Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx, Inc. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 1st day of November, 2012, before me personally came Xxxxx X. Xxxx to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx Asset Management Inc. Portfolio Supervisor By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 1st day of November, 2012, before me personally came Xxxxx X. Xxxx, to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx Asset Management, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”” In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed on the date first above written. The Bank of New York Mellon Trustee By: /s/ XXXXXXX XXXXXXXX Vice President (Seal) State of New York ) : ss.: County of Kings ) On the 13th day of December in the year 2011, before me personally came Xxxxxxx Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that he resides in Brooklyn, New York; that he is a Vice President of The Bank of New York Mellon, the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ XXXXX XX Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal -7- Xxxxxxx & Xxxxx, Inc. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 13th day of December, 2011, before me personally came Xxxxx X. Xxxx to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx Asset Management Inc. Portfolio Supervisor By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 13th day of December, 2011, before me personally came Xxxxx X. Xxxx, to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx Asset Management, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”” In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed on the date first above written. The Bank of New York Mellon Trustee By: /s/ XXXXXXX XXXXXXXX Vice President (Seal) State of New York ) : ss.: County of Kings ) On the 20th day of November in the year 2012, before me personally came Xxxxxxx Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that he resides in Brooklyn, New York; that he is a Vice President of The Bank of New York Mellon, the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ XXXXX XX Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx, Inc. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 20th day of November, 2012, before me personally came Xxxxx X. Xxxx to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal - 8 - Xxxxxxx & Xxxxx Asset Management Inc. Portfolio Supervisor By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 20th day of November, 2012, before me personally came Xxxxx X. Xxxx, to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx Asset Management, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘"Evaluation Time’") (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender Tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the DepositorDepositors. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys monies on deposit in the Reserve Account, funds deposited on the date thereof hereof by the Depositor Depositors for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and 4.1, (a)(3) all other assets of the Trust and (a)(4) amounts representing organizational expenses paid less amounts representing accrued organizational expenses of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor Depositors and their successors, if any, and (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘"Unit Value.’”" Until the Depositors have informed the Trustee that there will be no further deposits of Additional Securities pursuant to Section 2.6, the Depositors shall provide the Trustee with written estimates of (i) the total organizational expenses to be borne by the Trust pursuant to Section 3.1, (ii) the total number of Units to be issued in connection with the initial deposit and all anticipated deposits of Additional Securities and (iii) the period or periods over which such expenses are to be amortized, separately stated with respect to each such amortization period. For purposes of calculating the Trust Evaluation and Unit Value, the Trustee shall treat all such anticipated expenses as having been paid and all liabilities therefor as having been incurred, and all Units as having been issued, in each case on the date of the Trust Agreement, and, in connection with each such calculation, shall take into account a pro rata portion of such expense and liability based on the actual number of Units issued as of the date of such calculation. In the event the Trustee is informed by the Depositors of a revision in its estimate of total expenses, total Units or period of amortization, and upon the conclusion of the deposit of Additional Securities or initial offering period, the Trustee shall base calculations made thereafter on such revised estimates or actual expenses or period of amortization, respectively, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. The sum of (a)(1) and (a)(3) reduced by the sum of (b)(1) and (b)(2) and (b)(3) shall be referred to herein as the "Unit Cash Value". The Trustee shall promptly advise the Depositors of each determination of Unit Value made by it as above provided, and, in addition, upon each valuation by the Trustee under Section 4.1 other than those involved in such calculations of Unit Value, the Trustee shall promptly furnish to the Depositors, for purposes of assisting them in maintaining a market in the Units, with such information regarding the Principal, Income and Reserve Accounts as the Depositors may reasonably request.

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”” In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed on the date first above written. The Bank of New York Mellon Trustee By: /s/ XXXXXXX XXXXXXXX Vice President (Seal) State of New York ) : ss.: County of Kings ) On the 26th day of July in the year 2012, before me personally came Xxxxxxx Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that he resides in Brooklyn, New York; that he is a Vice President of The Bank of New York Mellon, the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ XXXXX XX Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx, Inc. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 26th day of July, 2012, before me personally came Xxxxx X. Xxxx to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx Asset Management Inc. Portfolio Supervisor By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 26th day of July, 2012, before me personally came Xxxxx X. Xxxx, to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx Asset Management, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”” In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed on the date first above written. The Bank of New York Mellon Trustee By: /s/ XXXXXXX XXXXXXXX Vice President (Seal) State of New York ) : ss.: County of New York ) On this 16th day of February, 2012, before me personally came Xxxxxxx Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that he resides in Brooklyn, New York; that he is a Vice President of The Bank of New York Mellon, the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ XXXXX XX Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx, Inc. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 16th day of February, 2012, before me personally came Xxxxx X. Xxxx to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx Asset Management Inc. Portfolio Supervisor By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 16th day of February, 2012, before me personally came Xxxxx X. Xxxx, to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx Asset Management, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”” In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed on the date first above written. The Bank of New York Mellon Trustee By: /s/ XXXXXXX XXXXXXXX Vice President (Seal) State of New York ) : ss.: County of Kings ) On the 19th day of July in the year 2012, before me personally came Xxxxxxx Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that he resides in Brooklyn, New York; that he is a Vice President of The Bank of New York Mellon, the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ XXXXX XX Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx, Inc. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 19th day of July, 2012, before me personally came Xxxxx X. Xxxx to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx Asset Management Inc. Portfolio Supervisor By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 19th day of July, 2012, before me personally came Xxxxx X. Xxxx, to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx Asset Management, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange Evaluation Time (sometimes referred to herein as the ‘Evaluation Time’) (1i) on the last Business Day of each of the months of June and December, (2ii) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3iii) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys monies on deposit in the Reserve Account, funds deposited on the date thereof hereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 3.03 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Replacement Securities have been entered into pursuant to Section 3.7 3.07 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 4.01, and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their its respective successors, if any, and (b)(3) cash held for distribution to Unitholders Unit Holders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘"Unit Value.’”" The sum of (a)(1) and (a)(3) reduced by the sum of (b)(1) and (b)(2) and (b)(3) shall be referred to herein as the "Unit Cash Value." The Trustee shall promptly advise the Depositor of each determination of Unit Value made by it as above provided, and, in addition, upon each evaluation by the Trustee under Section 4.01 other than those involved in such calculations of Unit Value, the Trustee shall promptly furnish to the Depositor, for purposes of assisting it in maintaining a market in the Units, with such information regarding the Principal, Income and Reserve Accounts as the Depositor may reasonably request.

Trust Evaluation. The Trustee shall make an ----------------- evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘"Evaluation Time’") (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the DepositorDepositors. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor Depositors for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor Depositors and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, made and (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘"Unit Value.’”" The sum of (a)(1) and (a)(3) reduced by the sum of (b)(1), (b)(2), (b)(3) and (b)(4) shall be referred to herein as the "Unit Cash Value". The Trustee shall promptly advise the Depositors of each determination of Unit Value made by it as above provided, and, in addition, upon each valuation by the Trustee under Section 4.1 other than those involved in such calculations of Unit Value, the Trustee shall promptly furnish to the Depositors, for purposes of assisting them in maintaining a market in the Units, with such information regarding the Principal, Income and Reserve Accounts as the Depositors may reasonably request.

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”” In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed on the date first above written. The Bank of New York Mellon Trustee By: /s/ XXXXXXX XXXXXXXX Vice President (Seal) State of New York ) : ss.: County of New York ) On this 16th day of October, 2012, before me personally came Xxxxxxx Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that he resides in Brooklyn, New York; that he is a Vice President of The Bank of New York Mellon, the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ XXXXX XX Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx, Inc. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 16th day of October, 2012, before me personally came Xxxxx X. Xxxx to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx Asset Management Inc. Portfolio Supervisor By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 16th day of October, 2012, before me personally came Xxxxx X. Xxxx, to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx Asset Management, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”” In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed on the date first above written. The Bank of New York Mellon Trustee By: /s/ XXXXXXX XXXXXXXX Vice President (Seal) State of New York ) : ss.: County of Kings ) On the 20th day of March in the year 2012, before me personally came Xxxxxxx Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that he resides in Brooklyn, New York; that he is a Vice President of The Bank of New York Mellon, the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ XXXXX XX Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal - 7 - Xxxxxxx & Xxxxx, Inc. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 20th day of March, 2012, before me personally came Xxxxx X. Xxxx to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx Asset Management Inc. Portfolio Supervisor By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 20th day of March, 2012, before me personally came Xxxxx X. Xxxx, to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx Asset Management, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”” In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed on the date first above written. The Bank of New York Mellon Trustee By: /s/ XXXXXXX XXXXXXXX Vice President (Seal) State of New York ) : ss.: County of New York ) On this 20th day of June, 2012, before me personally came Xxxxxxx Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that he resides in Brooklyn, New York; that he is a Vice President of The Bank of New York Mellon, the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ XXXXX XX Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx, Inc. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 20th day of June, 2012, before me personally came Xxxxx X. Xxxx to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx Asset Management Inc. Portfolio Supervisor By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 20th day of June, 2012, before me personally came Xxxxx X. Xxxx, to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx Asset Management, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange Evaluation Time (sometimes referred to herein as the ‘Evaluation Time’) (1i) on the last Business Day of each of the months of June and DecemberNovember, (2ii) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading) (a "Tender Day"), and (3iii) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys monies on deposit in the Reserve Account, funds deposited on the date thereof hereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 3.03 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 3.08 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 4.01, and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued and payable fees of the Trustee and expenses or obligations of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their its respective successors, if any, and (b)(3) cash held for distribution to Unitholders Unit Holders of record as of a date the Record Date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation (i.e. the net asset value per Unit) shall be referred to herein as the ‘"Unit Value". The sum of (a)(1) and (a)(3) reduced by the sum of (b)(1) and (b)(2) and (b)(3) shall be referred to herein as the "Unit Cash Value.’”" The Trustee shall promptly advise the Depositor of each determination of Unit Value made by it as above provided, and, in addition, upon each evaluation by the Trustee under Section 4.01 other than those involved in such calculations of Unit Value, the Trustee shall promptly furnish to the Depositor, for purposes of assisting it in maintaining a market in the Units, with such information regarding the Principal, Income and Reserve Accounts as the Depositor may reasonably request.

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”” In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed on the date first above written. The Bank of New York Mellon Trustee By: /s/ XXXXXXX XXXXXXXX Vice President (Seal) State of New York ) : ss.: County of Kings ) On the 17th day of April in the year 2012, before me personally came Xxxxxxx Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that he resides in Brooklyn, New York; that he is a Vice President of The Bank of New York Mellon, the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ XXXXX XX Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx, Inc. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 17th day of April in the year 2012, before me personally came Xxxxx X. Xxxx to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx Asset Management Inc. Portfolio Supervisor By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 17th day of April in the year 2012, before me personally came Xxxxx X. Xxxx, to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx Asset Management, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal

Trust Evaluation. The Trustee shall make an evaluation As of the Trust as of the close of trading on the New York Stock Exchange Evaluation Time (sometimes referred to herein as the ‘Evaluation Time’) (1a) on the last Business Day of each of the months of June and Decemberyear, (2b) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3c) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately , the Trustee shall: add (a)(1i) the cash on hand in the Trust (other than all moneys on deposit in a Trust or moneys in the Reserve Accountprocess of being collected from matured interest coupons or bonds matured or called for redemption prior to maturity (excluding (A) cash, funds cash equivalents or Letters of Credit deposited on the date thereof by the Depositor pursuant to Section 2.01 hereof for the purchase of Contract Securities, unless such cash or Letters of Credit have been deposited in the Income and Capital Accounts because of failure to apply such moneys to the purchase of Contract Securities pursuant to the provisions of Sections 2.01, 3.02 and not theretofore 3.03 hereof and (B) moneys credited to the Principal Reserve Account pursuant to Section 3.3 3.04 hereof), plus (ii) the aggregate Evaluation of all Securities (including Contract Securities and funds in the Principal Account with respect to additional Securities for which purchase contracts for the purchase of the Substitute Securities have been entered into pursuant to the Depositor’s instructions pursuant to Section 3.7 2.05, less the purchase price of such contracts) on deposit in such Trust (such Evaluation to be made on the basis of the aggregate underlying value of the Securities as determined in Section 4.01(b) for the purpose of computing redemption value of Units as set forth in Section 5.02 hereof), plus (iii) all other income from the Securities (including dividends receivable on stocks the Equity Securities trading ex dividend, (a)(2) the value of each issue ex-dividend as of the date of such valuation and including interest accrued on the Fixed Income Securities in not subject to collection and distribution) as of the Trust as determined by Evaluation Time on the Trustee pursuant to Section 4.1 and (a)(3) date of such Evaluation together with all other assets of the such Trust. For each such evaluation computation there shall be deducted from the sum of the above (b)(1i) amounts representing any applicable taxes or other governmental charges payable out of the respective Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2ii) amounts representing estimated accrued fees of the Trustee and expenses of the such Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses)Trustee, accrued fees and expenses of the Evaluator, the Supervisor, the Depositor and counsel, in each case as reported by the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution Trustee to Unitholders of record as of a date the Depositor on or prior to the evaluation then being madedate of computation, (b)(4iii) amounts representing unpaid organization costs, (iv) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5v) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6vi) unpaid organizational and offering costs in any moneys identified by the estimated amount per Unit set forth in Trustee, as of the Prospectusdate of such computation, as held for distribution to Unitholders of record as of an Income or Capital Account Record Date, or for payment of the Redemption Value of Units tendered, prior to such date. The resulting figure is herein called a “Trust Fund Evaluation.” The value of the pro rata share of each Unit of the respective Trust determined on the basis of any such evaluation shall be referred to herein as the ‘“Unit Value.’”” Amounts receivable by the Trust in foreign currency shall be reported to the Evaluator who shall convert the same to U.S. dollars based on current exchange rates, in the same manner as provided in Section 4.01(b) or 4.01(c), as applicable, for the conversion of the valuation of foreign Securities, and the Evaluator shall report such conversion with each Evaluation made pursuant to Section 4.01. This Reference Trust Agreement shall be deemed effective when executed and delivered by the Sponsor and the Trustee. In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed. Guggenheim Funds Distributors, LLC, Depositor By: /s/ Xxx Xxx Vice President and Secretary The Bank of New York Mellon, Trustee By: /s/ Xxxxxxxxx Xxxxxxxxxxx Vice President Schedule A Securities Initially Deposited Guggenheim Defined Portfolios, Series 2353 (Note: Incorporated herein and made a part hereof are the “Trust Portfolio(s)” as set forth in the Prospectus.)

Trust Evaluation. The Trustee shall make an evaluation As of the Trust as of the close of trading on the New York Stock Exchange Evaluation Time (sometimes referred to herein as the ‘Evaluation Time’) (1a) on the last Business Day of each of the months of June and Decemberyear, (2b) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3c) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately , the Trustee shall: add (a)(1i) the cash on hand in the Trust (other than all moneys on deposit in a Trust or moneys in the Reserve Accountprocess of being collected from matured interest coupons or bonds matured or called for redemption prior to maturity (excluding (A) cash, funds cash equivalents or Letters of Credit deposited on the date thereof by the Depositor pursuant to Section 2.01 hereof for the purchase of Contract Securities, unless such cash or Letters of Credit have been deposited in the Income and Capital Accounts because of failure to apply such moneys to the purchase of Contract Securities pursuant to the provisions of Sections 2.01, 3.02 and not theretofore 3.03 hereof and (B) moneys credited to the Principal Reserve Account pursuant to Section 3.3 3.04 hereof), plus (ii) the aggregate Evaluation of all Securities (including Contract Securities and funds in the Principal Account with respect to additional Securities for which purchase contracts for the purchase of the Substitute Securities have been entered into pursuant to the Depositor’s instructions pursuant to Section 3.7 2.05, less the purchase price of such contracts) on deposit in such Trust (such Evaluation to be made on the basis of the aggregate underlying value of the Securities as determined in Section 4.01(b) for the purpose of computing redemption value of Units as set forth in Section 5.02 hereof), plus (iii) all other income from the Securities (including dividends receivable on stocks the Equity Securities trading ex dividend, (a)(2) the value of each issue ex-dividend as of the date of such valuation and including interest accrued on the Fixed Income Securities in not subject to collection and distribution) as of the Trust as determined by Evaluation Time on the Trustee pursuant to Section 4.1 and (a)(3) date of such Evaluation together with all other assets of the such Trust. For each such evaluation computation there shall be deducted from the sum of the above (b)(1i) amounts representing any applicable taxes or other governmental charges payable out of the respective Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2ii) amounts representing estimated accrued fees of the Trustee and expenses of the such Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses)Trustee, accrued fees and expenses of the Evaluator, the Supervisor, the Depositor and counsel, in each case as reported by the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution Trustee to Unitholders of record as of a date the Depositor on or prior to the evaluation then being madedate of computation, (b)(4iii) amounts representing unpaid organization costs, (iv) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5v) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6vi) unpaid organizational and offering costs in any moneys identified by the estimated amount per Unit set forth in Trustee, as of the Prospectusdate of such computation, as held for distribution to Unitholders of record as of an Income or Capital Account Record Date, or for payment of the Redemption Value of Units tendered, prior to such date. The resulting figure is herein called a “Trust Fund Evaluation.” The value of the pro rata share of each Unit of the respective Trust determined on the basis of any such evaluation shall be referred to herein as the ‘“Unit Value.’”” Amounts receivable by the Trust in foreign currency shall be reported to the Evaluator who shall convert the same to U.S. dollars based on current exchange rates, in the same manner as provided in Section 4.01(b) or 4.01(c), as applicable, for the conversion of the valuation of foreign Securities, and the Evaluator shall report such conversion with each Evaluation made pursuant to Section 4.01. This Reference Trust Agreement shall be deemed effective when executed and delivered by the Sponsor and the Trustee. In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed. Guggenheim Funds Distributors, LLC, Depositor By: /s/ Xxx Xxx Vice President and Secretary The Bank of New York Mellon, Trustee By: /s/ Xxxxxxxxx Xxxxxxxxxxx Vice President Schedule A Securities Initially Deposited Guggenheim Defined Portfolios, Series 2293 (Note: Incorporated herein and made a part hereof are the “Trust Portfolio(s)” as set forth in the Prospectus.)

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”” In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed on the date first above written. The Bank of New York Mellon Trustee By: /s/ Xxxxxxx Xxxxxxxx Vice President (Seal) State of New York ) : ss.: County of New York ) On this 30th day of September, 2011, before me personally came Xxxxxxx Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that he resides in Brooklyn, New York; that he is a Vice President of The Bank of New York Mellon, the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxx Xxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx, Inc. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 30th day of September, 2011, before me personally came Xxxxx X. Xxxx to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal -8- Xxxxxxx & Xxxxx Asset Management Inc. Portfolio Supervisor By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 30th day of September, 2011, before me personally came Xxxxx X. Xxxx, to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx Asset Management, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal

Trust Evaluation. The (a) As promptly as practicable after completion of the evaluation required under Section 4.1(a) on each Business Day, the Trustee shall make an evaluation subtract all accrued but unpaid fees (other than the Sponsor’s Fee), expenses and other liabilities of the Trust as from the total value of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as Gold determined by the Trustee pursuant to Section 4.1 4.1(a) and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above Trust (b)(1) amounts representing other than any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition amount credited to the Reserve Account, (b)(2) amounts representing accrued fees ); the resulting figure is the “Adjusted Net Asset Value” of the Trust. The Trustee shall subtract from the Adjusted Net Asset Value the amount of accrued Sponsor’s Fees, and expenses the resulting figure is the “Net Asset Value” of the Trust. The Trustee shall also divide the Net Asset Value of the Trust including but not limited to unpaid fees by the number of Shares outstanding as of the Trustee and expenses close of business on the Trust (including legal and auditing expenses), accrued fees and expenses date of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, which figure is the “Net Asset Value per Share.” All fees, expenses and other liabilities of the Trust that are or will be incurred or accrued through the close of business on a Business Day shall be included in the calculations required by this Section 4.3 for that Business Day. For purposes of this Section 4.3: (b)(4i) if Shares deliverable under a Purchase Order shall be considered to be outstanding beginning on the Prospectus for a Trust provides that Order Date therefor; (ii) Shares deliverable to the creation and development feeSponsor pursuant to Section 4.7(d) shall be considered to be outstanding beginning on the first Business Day (I) of each month, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if issued in satisfaction of the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales chargeSponsor’s Fee pursuant to Section 5.8(a), and (b)(6II) unpaid organizational and offering costs after each request for reimbursement by the Sponsor, if issued in the estimated amount per Unit set forth in the Prospectus. The value satisfaction of the pro rata share of each Unit reimbursement of the Trust determined Sponsor pursuant to Section 5.8(b); (iii) Shares deliverable under a Redemption Order shall not be considered to be outstanding on and after the basis of any such evaluation Order Date therefor; and (iv) Shares deliverable pursuant to a pre-approved Delivery Application shall not be considered to be outstanding on and after the Share Submission Day therefor. Fractions smaller than $0.01 shall be referred to herein as the ‘Unit Valuedisregarded in such evaluations.’”

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”” In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed on the date first above written. The Bank of New York Mellon Trustee By: /s/ XXXXXXX XXXXXXXX Vice President (Seal) State of New York ) : ss.: County of Kings ) On the 12th day of September in the year 2012, before me personally came Xxxxxxx Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that he resides in Brooklyn, New York; that he is a Vice President of The Bank of New York Mellon, the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ XXXXX XX Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx, Inc. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 12th day of September in the year 2012, before me personally came Xxxxx X. Xxxx to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx Asset Management Inc. Portfolio Supervisor By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 12th day of September in the year 2012, before me personally came Xxxxx X. Xxxx, to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx Asset Management, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal

Trust Evaluation. The Trustee shall make an evaluation of the Trust (herein called a "Trust Evaluation") as of the close of trading on the New York Stock Exchange (4:00 p.m. Eastern Time) (sometimes referred to herein as the ‘"Evaluation Time’") (1i) on the last Business Day of each of the months of June December and DecemberJune, (2ii) on the day on which any Unit of the Trust is tendered for redemption (or to the Depositor for repurchase unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed occur subsequent to have been made the close of trading on the next day subsequent thereto on which the New York Stock Exchange is open for trading)Exchange, in which event on the Business Day next following such day, and on each Business Day after the initial public offering has been completed, and (3iii) on any other day desired by the Trustee or requested by the Depositor. Such evaluations Each Trust Evaluation shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys monies on deposit in the Reserve Account, funds deposited on the date thereof hereof by the Depositor for the purchase of Contract Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 4.1, (a)(3) amounts representing organizational expenses paid less amounts representing accrued organizational expenses of the Trust and (a)(3a)(4) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”the

Trust Evaluation. The Trustee shall make an evaluation As of the Trust as of the close of trading on the New York Stock Exchange Evaluation Time (sometimes referred to herein as the ‘Evaluation Time’) (1a) on the last Business Day of each of the months of June and Decemberyear, (2b) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3c) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately , the Trustee shall: add (a)(1i) the cash on hand in the Trust (other than all moneys on deposit in a Trust or moneys in the Reserve Accountprocess of being collected from matured interest coupons or bonds matured or called for redemption prior to maturity (excluding (A) cash, funds cash equivalents or Letters of Credit deposited on the date thereof by the Depositor pursuant to Section 2.01 hereof for the purchase of Contract Securities, unless such cash or Letters of Credit have been deposited in the Income and Capital Accounts because of failure to apply such moneys to the purchase of Contract Securities pursuant to the provisions of Sections 2.01, 3.02 and not theretofore 3.03 hereof and (B) moneys credited to the Principal Reserve Account pursuant to Section 3.3 3.04 hereof), plus (ii) the aggregate Evaluation of all Securities (including Contract Securities and funds in the Principal Account with respect to additional Securities for which purchase contracts for the purchase of the Substitute Securities have been entered into pursuant to the Depositor’s instructions pursuant to Section 3.7 2.05, less the purchase price of such contracts) on deposit in such Trust (such Evaluation to be made on the basis of the aggregate underlying value of the Securities as determined in Section 4.01(b) for the purpose of computing redemption value of Units as set forth in Section 5.02 hereof), plus (iii) all other income from the Securities (including dividends receivable on stocks the Equity Securities trading ex dividend, (a)(2) the value of each issue ex-dividend as of the date of such valuation and including interest accrued on the Fixed Income Securities in not subject to collection and distribution) as of the Trust as determined by Evaluation Time on the Trustee pursuant to Section 4.1 and (a)(3) date of such Evaluation together with all other assets of the such Trust. For each such evaluation computation there shall be deducted from the sum of the above (b)(1i) amounts representing any applicable taxes or other governmental charges payable out of the respective Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2ii) amounts representing estimated accrued fees of the Trustee and expenses of the such Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses)Trustee, accrued fees and expenses of the Evaluator, the Supervisor, the Depositor and counsel, in each case as reported by the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution Trustee to Unitholders of record as of a date the Depositor on or prior to the evaluation then being madedate of computation, (b)(4iii) amounts representing unpaid organization costs, (iv) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5v) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6vi) unpaid organizational and offering costs in any moneys identified by the estimated amount per Unit set forth in Trustee, as of the Prospectusdate of such computation, as held for distribution to Unitholders of record as of an Income or Capital Account Record Date, or for payment of the Redemption Value of Units tendered, prior to such date. The resulting figure is herein called a “Trust Fund Evaluation.” The value of the pro rata share of each Unit of the respective Trust determined on the basis of any such evaluation shall be referred to herein as the ‘“Unit Value.’”” Amounts receivable by the Trust in foreign currency shall be reported to the Evaluator who shall convert the same to U.S. dollars based on current exchange rates, in the same manner as provided in Section 4.01(b) or 4.01(c), as applicable, for the conversion of the valuation of foreign Securities, and the Evaluator shall report such conversion with each Evaluation made pursuant to Section 4.01. This Reference Trust Agreement shall be deemed effective when executed and delivered by the Sponsor and the Trustee. In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed. Guggenheim Funds Distributors, LLC, Depositor By /s/ Xxx Xxx Vice President and Secretary The Bank of New York Mellon, Trustee By /s/ Xxxxxxxxx Xxxxxxxxxxx Vice President Schedule A Securities Initially Deposited Guggenheim Defined Portfolios, Series 2319 (Note: Incorporated herein and made a part hereof are the “Trust Portfolio(s)” as set forth in the Prospectus.)

Trust Evaluation. The Trustee shall make an evaluation ---------------- of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘"Evaluation Time’") (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the DepositorDepositors. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor Depositors for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and Depositors , the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, made and (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘"Unit Value.’”" The sum of (a)(1) and (a)(3) reduced by the sum of (b)(1), (b)(2), (b)(3) and (b)(4) shall be referred to herein as the "Unit Cash Value". The Trustee shall promptly advise the Depositors of each determination of Unit Value made by it as above provided, and, in addition, upon each valuation by the Trustee under Section 4.1 other than those involved in such calculations of Unit Value, the Trustee shall promptly furnish to the Depositors, for purposes of assisting them in maintaining a market in the Units, with such information regarding the Principal, Income and Reserve Accounts as the Depositors may reasonably request.

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”” In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed on the date first above written. The Bank of New York Mellon Trustee By: /s/ XXXXXXX XXXXXXXX Vice President (Seal) State of New York ) : ss.: County of Kings ) On the 27th day of November in the year 2012, before me personally came Xxxxxxx Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that he resides in Brooklyn, New York; that he is a Vice President of The Bank of New York Mellon, the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ XXXXX XX Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx, Inc. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 27th day of November, 2012, before me personally came Xxxxx X. Xxxx to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx Asset Management Inc. Portfolio Supervisor By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 27th day of November, 2012, before me personally came Xxxxx X. Xxxx, to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx Asset Management, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”” In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed on the date first above written. The Bank of New York Mellon Trustee By: /s/ XXXXXXX XXXXXXXX Vice President (Seal) State of New York ) : ss.: County of Kings ) On the 26th day of June in the year 2012, before me personally came Xxxxxxx Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that he resides in Brooklyn, New York; that he is a Vice President of The Bank of New York Mellon, the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ XXXXX XX Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx, Inc. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On the 26th day of June in the year 2012, before me personally came Xxxxx X. Xxxx to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx Asset Management Inc. Portfolio Supervisor By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On the 26th day of June in the year 2012, before me personally came Xxxxx X. Xxxx, to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx Asset Management, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) , (1i) on the last Business Day business day of each of the months of June and December, (2ii) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading)redemption, and (3iii) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(11) the cash on hand in the Trust (other than moneys monies on deposit in the Reserve Account, funds deposited on the date thereof hereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 3.03 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Replacement Securities have been entered into pursuant to Section 3.7 hereof3.07), including dividends receivable on stocks trading ex dividend, (a)(22) the value of each issue of the Securities Security in the Trust on the bid side of the market as determined by the Trustee Evaluator pursuant to Section 4.1 4.01, and (a)(33) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1i) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2ii) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees and expenses of the Trustee and the Evaluator and expenses of the Trust (including legal and auditing expenses), accrued fees in each case as reported by the Trustee to the Evaluator on or prior to the date of evaluation and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3ii) cash held for distribution to Unitholders Unit Holders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘"Unit Value.’”" The Trustee shall promptly advise the Depositor of each determination of Unit Value made by it as above provided, and, shall promptly furnish to the Depositor such infor- mation regarding the Principal, Income and Reserve Accounts as the Depositor may reasonably request.

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘“Evaluation Time’”) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee Trustee, the Evaluator and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, in each case as reported by the Trustee to the Evaluator on or prior to the date of evaluation (b)(3) in each case as reported by cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, made and (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘“Unit Value.’” The sum of (a)(1) and (a)(3) reduced by the sum of (b)(1), (b)(2), (b)(3) and (b)(4) shall be referred to herein as the “Unit Cash Value”. The Trustee shall promptly advise the Depositor of each determination of Unit Value made by it as above provided, and, in addition, upon each valuation by the Trustee under Section 4.1 other than those involved in such calculations of Unit Value, the Trustee shall promptly furnish to the Depositor, for purposes of assisting them in maintaining a market in the Units, with such information regarding the Principal, Income and Reserve Accounts as the Depositor may reasonably request.

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”” In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed on the date first above written. The Bank of New York Mellon Trustee By: /s/ XXXXXXX XXXXXXXX Vice President (Seal) State of New York ) : ss.: County of Kings ) On the 13th day of September in the year 2012, before me personally came Xxxxxxx Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that he resides in Brooklyn, New York; that he is a Vice President of The Bank of New York Mellon, the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ XXXXX XX Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx, Inc. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 13th day of September in the year 2012, before me personally came Xxxxx X. Xxxx to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx Asset Management Inc. Portfolio Supervisor By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 13th day of September in the year 2012, before me personally came Xxxxx X. Xxxx, to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx Asset Management, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”” In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed on the date first above written. The Bank of New York Mellon Trustee By: /s/ XXXXXXX XXXXXXXX Vice President (Seal) State of New York ) : ss.: County of Kings ) On the 30th day of November in the year 2011, before me personally came Xxxxxxx Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that he resides in Brooklyn, New York; that he is a Vice President of The Bank of New York Mellon, the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ XXXXX XX Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx, Inc. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 30th day of November, 2011, before me personally came Xxxxx X. Xxxx to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx Asset Management Inc. Portfolio Supervisor By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 30th day of November, 2011, before me personally came Xxxxx X. Xxxx, to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx Asset Management, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”” In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed on the date first above written. The Bank of New York Mellon Trustee By: /s/ XXXXXXX XXXXXXXX Vice President (Seal) State of New York ) : ss.: County of Kings ) On the 3rd day of November in the year 2011, before me personally came Xxxxxxx Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that he resides in Brooklyn, New York; that he is a Vice President of The Bank of New York Mellon, the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ XXXXX XX Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx, Inc. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 3rd day of November, 2011, before me personally came Xxxxx X. Xxxx to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx Asset Management Inc. Portfolio Supervisor By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 3rd day of November, 2011, before me personally came Xxxxx X. Xxxx, to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx Asset Management, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘"Evaluation Time’") (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender Tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the DepositorDepositors. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys monies on deposit in the Reserve Account, funds deposited on the date thereof hereof by the Depositor Depositors for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor Depositors and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, made and (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘"Unit Value.’”" The sum of (a)(1) and (a)(3) reduced by the sum of (b)(1), (b)(2), (b)(3) and (b)(4) shall be referred to herein as the "Unit Cash Value". The Trustee shall promptly advise the Depositors of each determination of Unit Value made by it as above provided, and, in addition, upon each valuation by the Trustee under Section 4.1 other than those involved in such calculations of Unit Value, the Trustee shall promptly furnish to the Depositors, for purposes of assisting them in maintaining a market in the Units, with such information regarding the Principal, Income and Reserve Accounts as the Depositors may reasonably request.

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”” In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed on the date first above written. The Bank of New York Mellon Trustee By: /s/ XXXXXXX XXXXXXXX Vice President (Seal) State of New York ) : ss.: County of Kings ) On the 8th day of March in the year 2012, before me personally came Xxxxxxx Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that he resides in Brooklyn, New York; that he is a Vice President of The Bank of New York Mellon, the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ XXXXX XX Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx, Inc. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 8th day of March, 2012, before me personally came Xxxxx X. Xxxx to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal -8- Xxxxxxx & Xxxxx Asset Management Inc. Portfolio Supervisor By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 8th day of March, 2012, before me personally came Xxxxx X. Xxxx, to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx Asset Management, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”” In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed on the date first above written. The Bank of New York Mellon Trustee By: /s/ XXXXXXX XXXXXXXX Vice President (Seal) State of New York ) : ss.: County of KINGS ) On the 22nd day of September in the year 2011, before me personally came Xxxxxxx Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that he resides in Brooklyn, New York; that he is a Vice President of The Bank of New York Mellon, the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ XXXXX XX Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal -7- Xxxxxxx & Xxxxx, Inc. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of KINGS ) On this 22nd day of September in the year 2011, before me personally came Xxxxx X. Xxxx to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx Asset Management Inc. Portfolio Supervisor By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 22nd day of September in the year 2011, before me personally came Xxxxx X. Xxxx, to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx Asset Management, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”” In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed on the date first above written. The Bank of New York Mellon Trustee By: /s/ XXXXXXX XXXXXXXX Vice President (Seal) State of New York ) : ss.: County of Kings ) On the 24th day of July in the year 2012, before me personally came Xxxxxxx Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that he resides in Brooklyn, New York; that he is a Vice President of The Bank of New York Mellon, the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ XXXXX XX Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx, Inc. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On the 24th day of July in the year 2012, before me personally came Xxxxx X. Xxxx to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx Asset Management Inc. Portfolio Supervisor By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On the 24th day of July in the year 2012, before me personally came Xxxxx X. Xxxx, to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx Asset Management, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”” In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed on the date first above written. The Bank of New York Mellon Trustee By: /s/ XXXXXXX XXXXXXXX Vice President Xxxxxxx & Xxxxx, Inc. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory -8- Xxxxxxx & Xxxxx Asset Management Inc. Portfolio Supervisor By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory

Trust Evaluation. The Trustee shall make an evaluation ---------------- of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘"Evaluation Time’") (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the DepositorDepositors. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor Depositors for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor Depositors and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, made and (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘"Unit Value.’”" The sum of (a)(1) and (a)(3) reduced by the sum of (b)(1), (b)(2), (b)(3) and (b)(4) shall be referred to herein as the "Unit Cash Value". The Trustee shall promptly advise the Depositors of each determination of Unit Value made by it as above provided, and, in addition, upon each valuation by the Trustee under Section 4.1 other than those involved in such calculations of Unit Value, the Trustee shall promptly furnish to the Depositors, for purposes of assisting them in maintaining a market in the Units, with such information regarding the Principal, Income and Reserve Accounts as the Depositors may reasonably request.

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”” In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed on the date first above written. The Bank of New York Mellon Trustee By: /s/ XXXXXXX XXXXXXXX Vice President (Seal) State of New York ) : ss.: County of Kings ) On the 6th day of June in the year 2012, before me personally came Xxxxxxx Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that he resides in Brooklyn, New York; that he is a Vice President of The Bank of New York Mellon, the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ XXXXX XX Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx, Inc. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 6th day of June, 2012, before me personally came Xxxxx X. Xxxx to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx Asset Management Inc. Portfolio Supervisor By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 6th day of June, 2012, before me personally came Xxxxx X. Xxxx, to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx Asset Management, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”” In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed on the date first above written. The Bank of New York Mellon Trustee By: /s/ XXXXXXX XXXXXXXX Vice President (Seal) State of New York ) : ss.: County of Kings ) On the 16th day of March in the year 2012, before me personally came Xxxxxxx Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that he resides in Brooklyn, New York; that he is a Vice President of The Bank of New York Mellon, the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ XXXXX XX Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx, Inc. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On the 16th day of March in the year 2012, before me personally came Xxxxx X. Xxxx to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx Asset Management Inc. Portfolio Supervisor By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On the 16th day of March in the year 2012, before me personally came Xxxxx X. Xxxx, to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx Asset Management, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”” In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed on the date first above written. The Bank of New York Mellon Trustee By: /s/ XXXXXXX XXXXXXXX Vice President (Seal) State of New York ) : ss.: County of Kings ) On the 11th day of December in the year 2012, before me personally came Xxxxxxx Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that he resides in Brooklyn, New York; that he is a Vice President of The Bank of New York Mellon, the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ XXXXX XX Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx, Inc. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 11th day of December, 2012, before me personally came Xxxxx X. Xxxx to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx Asset Management Inc. Portfolio Supervisor By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On this 11th day of December, 2012, before me personally came Xxxxx X. Xxxx, to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx Asset Management, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal

Trust Evaluation. The Trustee shall make an evaluation of the ---------------- Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘"Evaluation Time’") (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the DepositorDepositors. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor Depositors for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and Depositors, the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, made and (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘"Unit Value.’”" The sum of (a)(1) and (a)(3) reduced by the sum of (b)(1), (b)(2), (b)(3) and (b)(4) shall be referred to herein as the "Unit Cash Value". The Trustee shall promptly advise the Depositors of each determination of Unit Value made by it as above provided, and, in addition, upon each valuation by the Trustee under Section 4.1 other than those involved in such calculations of Unit Value, the Trustee shall promptly furnish to the Depositors, for purposes of assisting them in maintaining a market in the Units, with such information regarding the Principal, Income and Reserve Accounts as the Depositors may reasonably request.

Trust Evaluation. The Trustee shall make an evaluation of the Trust as of the close of trading on the New York Stock Exchange (sometimes referred to herein as the ‘Evaluation Time’) (1) on the last Business Day of each of the months of June and December, (2) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately (a)(1) the cash on hand in the Trust (other than moneys on deposit in the Reserve Account, funds deposited on the date thereof by the Depositor for the purchase of Securities and not theretofore credited to the Principal Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 hereof), including dividends receivable on stocks trading ex dividend, (a)(2) the value of each issue of the Securities in the Trust as determined by the Trustee pursuant to Section 4.1 and (a)(3) all other assets of the Trust. For each such evaluation there shall be deducted from the sum of the above (b)(1) amounts representing any applicable taxes or other governmental charges payable out of the Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2) amounts representing accrued fees of the Trustee and expenses of the Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses), accrued fees and expenses of the Depositor and the Portfolio Supervisor and their successors, if any, (b)(3) cash held for distribution to Unitholders of record as of a date on or prior to the evaluation then being made, (b)(4) if the Prospectus for a Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. The value of the pro rata share of each Unit of the Trust determined on the basis of any such evaluation shall be referred to herein as the ‘Unit Value.’”” In Witness Whereof, the parties hereto have caused this Reference Trust Agreement to be duly executed on the date first above written. The Bank of New York Mellon Trustee By: /s/ XXXXXXX XXXXXXXX Vice President (Seal) State of New York ) : ss.: County of Kings ) On the 23rd day of October in the year 2012, before me personally came Xxxxxxx Xxxxxxxx to me known, who, being by me duly sworn, did depose and say that he resides in Brooklyn, New York; that he is a Vice President of The Bank of New York Mellon, the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ XXXXX XX Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal -7- Xxxxxxx & Xxxxx, Inc. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On the 23rd day of October in the year 2012, before me personally came Xxxxx X. Xxxx to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal Xxxxxxx & Xxxxx Asset Management Inc. Portfolio Supervisor By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx Authorized Signatory State of New Jersey ) : ss.: County of Xxxxxx ) On the 23rd day of October in the year 2012, before me personally came Xxxxx X. Xxxx, to me known, who, being by me duly sworn, did depose and say that he resides in Parsippany, New Jersey; that he is an Authorized Signatory of Xxxxxxx & Xxxxx Asset Management, Inc., the company described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said company. /s/ Xxxxxxxx Xxx Xxxxxxxx Notary Public (Notarial Seal) RPL § 309 – Corporate-no seal

Trust Evaluation. The Trustee shall make an evaluation As of the Trust as of the close of trading on the New York Stock Exchange Evaluation Time (sometimes referred to herein as the ‘Evaluation Time’) (1a) on the last Business Day of each of the months of June and Decemberyear, (2b) on the day on which any Unit of the Trust is tendered for redemption (unless tender is made after the Evaluation Time on such day, in which case tender shall be deemed to have been made on the next day subsequent thereto on which the New York Stock Exchange is open for trading), and (3c) on any other day desired by the Trustee or requested by the Depositor. Such evaluations shall take into account and itemize separately , the Trustee shall: Add (a)(1i) the cash on hand in the Trust (other than all moneys on deposit in the Reserve Accounta Trust (excluding (1) cash, funds cash equivalents or Letters of Credit deposited on the date thereof by the Depositor pursuant to Section 2.01 hereof for the purchase of Contract Securities, unless such cash or Letters of Credit have been deposited in the Income and Capital Accounts because of failure to apply such moneys to the purchase of Contract Securities pursuant to the provisions of Sections 2.01, 3.02 and not theretofore 3.03 hereof and (2) moneys credited to the Principal Reserve Account pursuant to Section 3.3 and funds in the Principal Account with respect to which contracts for the purchase of the Substitute Securities have been entered into pursuant to Section 3.7 3.04 hereof), plus (ii) the aggregate Evaluation of all Securities (including Contract Securities) on deposit in such Trust (such Evaluation to be made on the basis of bid prices (if Zero Coupon Obligations are sold on such day, then such Evaluation for the Zero Coupon Obligations shall be at the weighted average of the execution prices for all Zero Coupon Obligations sold on such day) for Zero Coupon Obligations, the current net asset value for Mutual Fund Shares and the aggregate underlying value of any other Securities as determined in Section 5.01 for the purpose of computing redemption value of Units as set forth in Section 6.02 hereof), plus (iii) all other income from the Securities (including dividends receivable on stocks Securities trading ex dividend, (a)(2) the value of each issue ex-dividend as of the Securities in the Trust date of such valuation and accrued rebate of Rule 12b-1 Fees as determined by reported to the Trustee pursuant upon which notification the Trustee is authorized conclusively to Section 4.1 and (a)(3rely) as of the Evaluation Time on the date of such Evaluation together with all other assets of the such Trust. For each such evaluation computation there shall be deducted from the sum of the above (b)(1i) amounts representing any applicable taxes or other governmental charges payable out of the respective Trust and for which no deductions shall have previously been made for the purpose of addition to the Reserve Account, (b)(2ii) amounts representing estimated accrued fees of the Trustee and expenses of the such Trust including but not limited to unpaid fees of the Trustee and expenses of the Trust (including legal and auditing expenses)Trustee, accrued fees and expenses of the Supervisor, the Depositor and counsel, in each case as reported by the Portfolio Supervisor Trustee to the Depositor on or prior to the date of computation, and their successors(iii) any moneys identified by the Trustee, if anyas of the date of such computation, (b)(3) cash as held for distribution to Unitholders of record as of a date on an Income or Capital Account Record Date or for payment of the Redemption Price of Units tendered prior to the evaluation then being made, (b)(4) if the Prospectus for such date. The resulting figure is herein called a "Trust provides that the creation and development fee, if any, accrues on a daily basis, amounts representing unpaid accrued creation and development fees, (b)(5) if the Prospectus for a Trust provides that the deferred sales charge, if any, accrues on a daily basis, amounts representing unpaid accrued deferred sales charge, and (b)(6) unpaid organizational and offering costs in the estimated amount per Unit set forth in the Prospectus. Evaluation." The value of the pro rata share of each Unit of the respective Trust determined on the basis of any such evaluation shall be referred to herein as the ‘"Unit Value.’”" Amounts receivable by the Trust in foreign currency shall be converted by the Trustee to U.S. dollars based on current exchange rates, in the same manner as provided in Section 5.01(b) or 5.01(c), as applicable, for the conversion of the valuation of foreign Securities, and the Trustee shall report such conversion with each Evaluation made pursuant to Section 5.01."