MAN ETF SERIES TRUST AGREEMENT AND DECLARATION OF TRUST As adopted March 10, 2025

As adopted March 10, 2025

ARTICLE I DEFINITIONS	1
ARTICLE II THE TRUSTEES	3
Section 1. MANAGEMENT OF THE TRUST	3
Section 2. INITIAL TRUSTEES; ELECTION AND NUMBER OF TRUSTEES	3
Section 3. TERM OF OFFICE OF TRUSTEES	3
Section 4. VACANCIES; APPOINTMENT OF TRUSTEES	4
Section 5. TEMPORARY VACANCY OR ABSENCE	4
Section 6. ACTION BY THE TRUSTEES	4
Section 7  OWNERSHIP OF TRUST PROPERTY	4
Section 8. EFFECT OF TRUSTEES NOT SERVING	5
Section 9. TRUSTEES AND OTHERS AS SHAREHOLDERS	5
Section 10. TRUSTEE COMPENSATION	5
ARTICLE III POWERS OF THE TRUSTEES	5
Section 1. POWERS	5
Section 2. CERTAIN TRANSACTIONS	11
ARTICLE IV SERIES; CLASSES; SHARES	11
Section 1. ESTABLISHMENT OF SERIES AND CLASSES	11
Section 2. SHARES	12
Section 3. PREEMPTIVE, APPRAISAL AND CONTRACT RIGHTS	13
Section 4. INVESTMENTS IN THE TRUST	13
Section 5. POWER OF BOARD OF TRUSTEES TO MAKE TAX STATUS ELECTION	14
Section 6. ASSETS AND LIABILITIES OF SERIES AND CLASSES	14
Section 7. OWNERSHIP AND TRANSFER OF SHARES	15

Section 8. STATUS OF SHARES; LIMITATION OF SHAREHOLDER LIABILITY	16
Section 9. DIVIDENDS, DISTRIBUTIONS AND REDEMPTIONS	16
Section 10. FRACTIONS	17
Section 11. EXCHANGE PRIVILEGE	17
ARTICLE V DISTRIBUTIONS, REDEMPTIONS AND NET ASSET VALUE	17
Section 1. DISTRIBUTIONS	17
Section 2. REDEMPTIONS	17
Section 3. REDEMPTION BY TRUST	18
Section 4. SALE OF SHARES AT THE OPTION OF THE TRUST	19
Section 5. PREVENTION OF PERSONAL HOLDING COMPANY STATUS	20
Section 6. DETERMINATION OF NET ASSET VALUE PER SHARE	20
Section 7. SUSPENSION OF RIGHT OF REDEMPTION	20
ARTICLE VI SHAREHOLDERS’ POWERS AND MEETINGS	21
Section 1. VOTING POWERS	21
Section 2. MEETINGS OF SHAREHOLDERS	21
Section 3. INSPECTION OF RECORDS	21
Section 4. DERIVATIVE AND DIRECT ACTIONS	22
ARTICLE VII CONTRACTS WITH SERVICE PROVIDERS	23
Section 1. INVESTMENT ADVISER	23
Section 2. PRINCIPAL UNDERWRITER/DISTRIBUTOR	23
Section 3. CUSTODIAN	23
Section 4. TRANSFER AGENCY, SHAREHOLDER SERVICES AND ADMINISTRATION AGREEMENTS	24
Section 5. PARTIES TO CONTRACTS WITH SERVICE PROVIDERS	24
Section 6. MODIFICATION, AMENDMENT AND WAIVER	24

ARTICLE VIII EXPENSES OF THE TRUST, SERIES AND CLASSES	24
ARTICLE IX LIMITATION OF LIABILITY AND INDEMNIFICATION	25
Section 1. LIMITATION OF LIABILITY	25
Section 2. INDEMNIFICATION	25
Section 3. INDEMNIFICATION OF SHAREHOLDERS	27
ARTICLE X MISCELLANEOUS	28
Section 1. TRUST NOT A PARTNERSHIP	28
Section 2. TRUSTEE ACTION; EXPERT ADVICE; NO BOND OR SURETY	28
Section 3. INSURANCE	28
Section 4. TERMINATION, REORGANIZATION OR CONVERSION OF THE TRUST OR ANY SERIES	29
Section 5. AMENDMENTS	30
Section 6. DECLARATION OF TRUST	30
Section 7. APPLICABLE   LAW;   JURISDICTION   AND   WAIVER    OF   JURY TRIAL	31
Section 8. FISCAL YEAR	32
Section 9. SEVERABILITY	32
Section 10. INTERPRETATION	32

 

This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made as of March 10, 2025, by the Trustees, to govern a statutory trust for the investment and reinvestment of funds contributed to the Trust by investors (“Declaration of Trust”). The Trustees declare that all money and property contributed to the Trust shall be held and managed in trust pursuant to this Declaration of Trust. The name of the Trust created by this Declaration of Trust is “Man ETF Series Trust.” The Trustees may, without Shareholder authorization or approval, change the name of the Trust and adopt such other name as they deem proper in their sole discretion. Any name change of the Trust shall become effective upon the filing of a certificate of amendment reflecting such change in the office of the Delaware Secretary of State or at a future date or time specified in such certificate of amendment. In the event of any name change, the Trustees shall cause notice to be given to the affected Shareholders within a reasonable time after the implementation of such change, which notice will be deemed given if the changed name is reflected in any registration statement. Any such name change of the Trust shall constitute an amendment to this Declaration of Trust.

The name of the registered agent of the Trust and the address of the registered office of the Trust are as set forth in the Trust’s Certificate of Trust.

Unless otherwise provided or required by the context:

Section 1. MANAGEMENT OF THE TRUST. The business and affairs of the Trust  shall be managed by or under the direction of the Trustees. The purpose of the Trust is to conduct, operate and carry on the business of a management investment company registered under the 1940 Act through one or more Series and to carry on such other business as the Trustees may from time to time determine pursuant to their authority under this Declaration of Trust. In furtherance of the foregoing, it shall be the purpose of the Trust to do everything necessary, suitable, convenient or proper for the conduct, promotion and attainment of any businesses and purposes which at any time may be incidental or may appear conducive or expedient for the accomplishment of the business of an investment company registered under the 1940 Act and which may be engaged in or carried on by a trust organized under the Delaware Act, and in connection therewith the Trust shall have and may exercise all of the powers conferred by the laws of the State of Delaware upon a Delaware statutory trust. The Trustees may execute all instruments and take all action they deem necessary, proper or desirable to promote the interests of the Trust. Any action taken pursuant to this Declaration of Trust and any determination made by the Trustees in good faith as to what is in the interests of the Trust shall be conclusive.

Section 2. INITIAL TRUSTEES; ELECTION AND NUMBER OF TRUSTEES. The initial Trustee shall be the person who executes this Declaration of Trust. The number of Trustees (other than any initial Trustee(s)) shall be fixed from time to time by a majority of the Trustees; provided, however, that there shall be at least one (1) Trustee. Shareholders shall not be entitled to elect Trustees except as required by the 1940 Act or under this Declaration of Trust.

Section 3.    TERM OF OFFICE OF TRUSTEES. Subject to any limitations on the term of service imposed by the By-laws and any retirement age or term limit established by the Trustees, each Trustee shall hold office until his or her successor is elected, his or her death, or the Trust terminates, whichever is sooner; except that (a) any Trustee may resign by delivering to the other Trustees or to any Trust officer a written resignation effective upon such delivery or a later date specified therein, (b) any Trustee may be removed with or without cause at any time by a written instrument signed by at least a majority of the other Trustees, specifying the effective date of removal, (c) any Trustee who has become physically or mentally incapacitated or is declared

bankrupt or is otherwise unable or unwilling to serve, may be retired by a written instrument signed by a majority of the other Trustees, specifying the effective date of retirement, and (d) any Trustee may be removed by the Shareholders by the affirmative vote of at least two- thirds of the Outstanding Shares and the Trustees shall promptly call a meeting for such purpose when requested to do so in writing by the record holders of not less than ten percent (10%) of the Outstanding Shares.

Section 4. VACANCIES;  APPOINTMENT OF TRUSTEES. Whenever a vacancy  exists on the Board of Trustees, regardless of the reason for such vacancy, the remaining Trustees may appoint any person as they determine in their sole discretion to fill that vacancy, consistent with the limitations under the 1940 Act, including Section 10 thereunder. No appointment of any Trustee shall take effect if such appointment would cause the number of Trustees who are Interested Persons to exceed the number permitted by Section 10 of the 1940 Act. Any such appointment shall be made by a written instrument signed by a majority of the Trustees or by a resolution of the Trustees, duly adopted and recorded in the records of the Trust, specifying the effective date of the appointment. The Trustees may appoint a new Trustee as provided above in anticipation of a vacancy expected to occur because of the retirement, resignation or removal of a Trustee, or an increase in number of Trustees, provided that such appointment shall become effective only at or after the expected vacancy occurs. As soon as any such Trustee has accepted his or her appointment in writing, the trust estate shall vest in the new Trustee, together with the continuing Trustees, without any further act or conveyance, and he or she shall be deemed a Trustee hereunder. The Trustees’ power of appointment is subject to Section 16(a) of the 1940 Act.

Section 5. TEMPORARY VACANCY OR ABSENCE. Whenever a vacancy in the Board of Trustees occurs, until such vacancy is filled or otherwise eliminated, or while any Trustee is physically or mentally incapacitated, the remaining Trustees shall have all the powers hereunder and their determination as to such vacancy, absence or incapacity shall be conclusive. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then-Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s principal executive officer is empowered to appoint new Trustees subject to the provisions of the 1940 Act.

Section 6. ACTION BY THE TRUSTEES. Unless otherwise specified herein or in the By-laws or required by law, any action by the Trustees or a committee shall be deemed effective if approved or taken by a majority of the Trustees present at a duly called meeting of Trustees (including a meeting by telephonic or other electronic means unless otherwise required by the 1940 Act) at which a quorum is present, or by written or electronic consent of a majority of Trustees (or such other number as may be required by applicable law) without a meeting. A quorum for all meetings of Trustees and for purposes of adjournments is established as provided for in the By- laws. Subject to the requirements of the 1940 Act, the Trustees by majority vote may delegate to any Trustee or Trustees, whether or not acting as a committee, authority to approve particular matters or take particular actions on behalf of the Trust or any Series.

Section 7.   OWNERSHIP OF TRUST PROPERTY. Title to the Trust Property shall at all times be considered as vested in the Trust, and title to the Assets belonging to each Series shall at all times be considered as vested in the Trust as nominee for such Series. Notwithstanding the

foregoing, the Trustees shall have power to cause legal title to any Trust Property or Assets belonging to a Series, to be held by or in the name of one or more of the Trustees, or in the name of the Trust or in the name of the Trust as nominee for such Series, or in the name of any other person as nominee, on such terms as the Trustees may determine. No creditor of any Trustee shall have any right to obtain possession, or otherwise exercise legal or equitable remedies with respect to, any Trust Property Assets belonging to each Series with respect to any claim against, or obligation of, such Trustee in an individual capacity and not related to the Trust or any Series or Class. The right, title and interest of the Trustees in the Trust Property or Assets belonging to a Series shall vest automatically in each person who may hereafter become a Trustee. Upon the resignation, removal or death of a Trustee, he or she shall automatically cease to have any right, title or interest in any of the Trust Property or Assets belonging to a Series, and the right, title and interest of such Trustee in the Trust Property or Assets belonging to a Series shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered. No Shareholder shall be deemed to have a severable ownership in any individual asset of the Trust, or belonging to any Series, or allocable to any Class thereof, or any right of partition or possession thereof, but each Shareholder shall have, except as otherwise provided for herein, a proportionate undivided beneficial interest in the Trust or in assets belonging to the Series (or allocable to the Class) in which the Shareholder holds Shares. The Shares shall be personal property giving only the rights specifically set forth in this Declaration of Trust or the Delaware Act.

Section 8. EFFECT OF TRUSTEES NOT SERVING. The  death,  resignation, retirement, removal, incapacity or inability or refusal to serve of the Trustees, or any one of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust.

Section 9. TRUSTEES AND OTHERS AS SHAREHOLDERS. Subject to any restrictions in the law, any Trustee, officer, agent or independent contractor of the Trust or a Series may acquire, own and dispose of Shares to the same extent as any other Shareholder; the Trustees may sell Shares to, and acquire and redeem Shares from, any such person or any firm or other entity in which such person is interested, subject only to any general limitations herein or in the By-laws relating to the sale and redemption of such Shares.

Section 10.  TRUSTEE COMPENSATION. Any Trustee may be compensated for his  or her services as Trustee, and may be reimbursed for transportation and other expenses, all in such manner and amounts as the Board of Trustees may from time to time determine. No Trustee resigning or retiring and no Trustee removed shall have any right to any compensation for any period following the effective date of his or her resignation, retirement or removal (other than compensation received by a retiring Trustee as a trustee emeritus or similar position), or any right to damages on account of such removal.

Section 1. POWERS. The Trustees in all instances shall act as principals, free of the control of the Shareholders. The Trustees shall have full power and authority to take or refrain

from taking any action and to execute any contracts and instruments that they may consider necessary, proper or desirable in the management of the Trust or any Series. The Trustees shall not in any way be bound or limited by current or future laws or customs applicable to trust investments, but shall have full power and authority to make any investments which they, in their sole discretion, deem proper to accomplish the purposes of the Trust or any Series. The Trustees may exercise all of their powers without recourse to any court or other authority. No one dealing with the Trustees shall be under any obligation to make any inquiry concerning the authority of the Trustees or to see to the application of any payments made or property transferred to the Trust, any Series or the Trustees or upon their order. Subject to any applicable express limitation herein or in the By-laws or resolutions of the Trust, the Trustees, on behalf of the Trust or any Series, shall have power and authority, without limitation:

own name or in the name of a custodian or a nominee or nominees, subject to safeguards according to the usual practice of statutory trusts or investment companies;

(z) To establish, from time to time, a minimum total investment for Shareholders in the Trust or in one or more Series or Classes, to require the redemption of the Shares of any

Shareholders whose investment is less than such minimum or take such other action as the Trustees in their discretion shall determine;

(aa) To establish committees for such purposes, with such membership, and with such responsibilities as the Trustees may consider proper, including: (i) a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency, or other adjudicatory body; (ii) an executive committee which shall have all authority of the entire Board of Trustees except such committee cannot declare dividends except to the extent specifically delegated by the Board of Trustees and cannot authorize removal of a Trustee or any merger, consolidation or sale of substantially all of the assets of the Trust or any Series;

(bb) To issue, sell, repurchase, redeem, cancel, retire, acquire, hold, resell, reissue, dispose of and otherwise deal in Shares; to suspend or terminate the sales or trading of Shares of any Series or Class for any period of time; to establish terms and conditions, including any fees or expenses, regarding the issuance, sale, repurchase, redemption, cancellation, retirement, acquisition, holding, resale, reissuance, disposition of or dealing in Shares; subject to Articles IV and V, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds or property of the Trust or of the particular Series with respect to which such Shares are issued; and, to combine the assets and liabilities held with respect to any two or more Series or Classes into assets and liabilities held with respect to a single Series or Class and in connection therewith to cause the Shareholders of each such Series or Class to become Shareholders of such single Series or Class;

(cc) To adopt, establish and carry out pension, profit-sharing, share bonus, share purchase, savings, thrift and other retirement, incentive and benefit plans and trusts, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any or all of the Trustees, officers, employees and agents of the Trust or any Series;

(dd) To purchase, and pay for, out of Trust Property or the Assets belonging to any appropriate Series, such insurance as the Trustees may deem necessary or appropriate for the conduct of business, including insurance policies insuring the assets of the Trust or any Series and payment of distributions and principal on its portfolio investments, the Shareholders, Trustees, officers, employees, agents, independent contractors of the Trust or any Series (including the investment adviser of any Series) and/or any other person as the Trustees may see fit to such extent as the Trustees shall determine against all claims arising by reason of holding any such position or by reason of any action taken or omitted by any such person in such capacity, whether or not constituting negligence, or whether or not the Trust or any Series would have the power to indemnify such person against such claim, or to otherwise indemnify or reimburse such persons, out of Trust Property or the Assets belonging to any Series, to the fullest extent permitted by this Declaration of Trust or the Delaware Act;

(ee) To enter into joint ventures, general or limited partnerships and any other combinations or associations;

(ff) To endorse or guarantee the payment of any notes  or other obligations of any  person; to make contracts or guaranty or suretyship, or otherwise assume liability for payment thereof; and to mortgage and pledge the Trust Property or Assets belonging to a Series or any part thereof to secure any or all such obligations;

(gg) To collect all property due to the Trust or any Series; to engage in and to prosecute, defend, compromise, abandon, or adjust, by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust or any Series, and out of the assets of the Trust or the related Series to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include without limitation the power of the Trustees or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to the maximum extent permitted by law, to dismiss any action, suit, proceeding, dispute, claim, or demand, derivative or otherwise, brought by any Person, including a Shareholder in the Shareholder’s own name or the name of the Trust or the related Series, whether or not the Trust or any Series, or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust or any Series;

(hh) Notwithstanding anything else herein, the Trustees may, in their sole discretion and without Shareholder approval unless such approval is required by the 1940 Act, invest all or a portion of the Trust Property or the Assets belonging to any Series, or dispose of all or a portion of the Trust Property or the Assets belonging to any Series, and invest the proceeds of such disposition in interests issued by one or more other investment companies registered under the 1940 Act. Any such other investment company may (but need not) be a trust (formed under the laws of the State of Delaware or any other state or jurisdiction) (or subtrust thereof) which is classified as a partnership or regulated investment company for federal income tax purposes. Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, cause the Trust or any Series that is organized in the master/feeder fund structure to withdraw or redeem its Trust Property or Assets belonging to the related Series from the master fund and cause the Trust or such Series to invest its Trust Property or Assets belonging to the related Series directly in securities and other financial instruments or in another master fund;

(ii)  To enter into contracts or carry on any other business in connection with or  incidental to any of the foregoing powers, to do everything necessary or desirable to accomplish any purpose or to further any of the foregoing powers, to take every other action incidental to the foregoing business or purposes, objects or power and, subject to the 1940 Act, to engage in any other lawful act or activity in which a statutory trust organized under the Delaware Act may engage;

(jj) To exercise and enjoy, in Delaware and in any other states, territories, districts and United States dependencies and in foreign countries, all of the foregoing powers, rights and privileges, and the enumeration of the foregoing powers shall not be deemed to exclude any powers, rights or privileges so granted or conferred; and

(kk) In general, to carry on any other business  in connection with or  incidental to its trust purposes, to do everything necessary, suitable or proper for the accomplishment of such purposes or for the attainment of any object or the furtherance of any power hereinbefore set forth,

either alone or in association with others, and to do every other act or thing incidental or appurtenant to, or growing out of, or connected with, its business or purposes, objects or powers.

The powers and authorities enumerated in the preceding clauses shall not limit in any way the general powers of the Trustees. In construing this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. The Trust or any Series shall not be limited to investing in obligations maturing before the possible dissolution of the Trust or one or more of its Series. None of the Trust, any Series of the Trustees shall be required to obtain any court order to deal with any assets of the Trust or Assets belonging to the related Series or take any other action hereunder.

The foregoing clauses shall each be construed as purposes, objects and powers, and it is hereby expressly provided that the foregoing enumeration of specific purposes, objects and powers shall not be held to limit or restrict in any manner the powers of the Trust or any Series, and that they are in furtherance of, and in addition to, and not in limitation of, the general powers conferred upon the Trust or any Series by the Delaware Act and the other laws of the State of Delaware or otherwise; nor shall the enumeration of one thing be deemed to exclude another, although it be of like nature, not expressed.

Section 2. CERTAIN TRANSACTIONS. Except as prohibited by applicable law, the Trustees may, on behalf of the Trust or any Series, buy any securities from or sell any securities to, or lend any assets of the Trust to, any Trustee or officer of the Trust or the related Series or any firm or other entity of which any such Trustee or officer is a member acting as principal, or have any such dealings with any investment adviser, administrator, distributor or transfer agent for the Trust, any Series or with any Interested Person of such person. The Trust or any Series may employ any such person or entity in which such person is an Interested Person, as broker, legal counsel, registrar, investment adviser, administrator, distributor, transfer agent, dividend disbursing agent, custodian or in any other capacity upon customary terms, subject to applicable law.

Section 1.     ESTABLISHMENT OF SERIES AND CLASSES. The Trust shall consist of one or more separate and distinct Series created and maintained in accordance with Article III, Section 1(s), and this Article IV. The Trustees may designate the rights, privileges, voting powers and preferences of the Shares of each Series relative to the Shares of any other Series. The Trustees may divide the Shares of any Series into any number of Classes representing interests in the Assets belonging to that Series, each Share of each such Class having an equal beneficial interest in such assets and identical voting, dividend, liquidation and other rights and subject to the same terms and conditions, except that (a) expenses allocated to a Class may be borne solely by that Class as determined by the Trustees and (b) a Class may have exclusive voting rights with respect to matters affecting only that Class. Any Series and Classes indicated on Schedule A (“Schedule A”) is hereby established and referred to as the “Initial Series and Classes.” The establishment and designation of each additional Series or Class of Shares shall be effective upon the adoption by a majority of the then-Trustees of a resolution that sets forth such establishment and designation and the relative rights and preferences of such Series or Class, whether directly in such resolution or

by reference to another document, or as otherwise provided in such resolution. Each such resolution shall be incorporated herein by reference upon adoption. The relative rights and preferences of the Initial Series and Classes and of each additional Series or Class shall be provided by resolution of the Trustees. The Trust shall maintain separate and distinct records for each Series and shall hold and account for the Assets belonging thereto separately from the other assets of the Trust or Assets belonging to any other Series. A Series may issue any number of Shares and need not issue Shares. Each holder of Shares of a Series shall be entitled to receive his or her pro rata share of all distributions of income and capital gains, if any, made with respect to such Series. Upon redemption of Shares of a Series, or upon liquidation or termination of any Series, the redeeming Shareholder shall be paid solely out of the Assets belonging to that Series.

The fact that the Trust shall have one or more established and designated Classes of the Trust, shall not limit the authority of the Board of Trustees to establish and designate additional Classes of the Trust. The fact that one or more Classes of the Trust shall have initially been established and designated without any specific establishment or designation of a Series (i.e., that all Shares of the Trust are initially Shares of one or more Classes) shall not limit the authority of the Board of Trustees to later establish and designate a Series and establish and designate the Class or Classes of the Trust as Class or Classes, respectively, of such Series.

The fact that a Series shall have initially been established and designated without any specific establishment or designation of Classes (i.e., that all Shares of such Series are initially of a single Class) shall not limit the authority of the Board of Trustees to establish and designate separate Classes of said Series. The fact that a Series shall have more than one established and designated Class, shall not limit the authority of the Board of Trustees to establish and designate additional Classes of said Series.

The Trustees may, without Shareholder authorization or approval, change the name of any Series or Class and adopt such other name as they deem proper in their sole discretion. Any name change of any Series or Class shall become effective upon the adoption by the Board of Trustees of a resolution approving such change, whether directly in such resolution or by reference to or approval of another document that sets forth such change, or at a future date or time specified in such resolution or other document.

Section 2. SHARES. All references to Shares in this Declaration of Trust shall be  deemed to be Shares of the Trust and any or all Series or Classes, as the context may require. All provisions herein relating to the Trust shall apply equally to each Series of the Trust and each Class, except as context otherwise requires. The beneficial interest in each Series shall be divided into Shares of one or more Classes. The number of Shares of each Series and Class shall be unlimited, and each Share shall have no par value. All Shares issued hereunder shall be fully paid and nonassessable. Subject to applicable law, the Trustees shall have full power and authority, in their sole discretion and without obtaining Shareholder approval, (1) to issue original or additional Shares at such times and on such terms and conditions as they deem appropriate, (2) to issue fractional Shares and Shares held in the Trust’s treasury, (3) to establish and to change in any manner Shares of any Series or Class with such preferences, terms of conversion, voting powers, rights, privileges, and business purpose or investment objective as the Trustees may determine, (4) to divide or combine the Shares of any Series or Class into a greater or lesser number without thereby materially changing the proportionate beneficial interest of a holder of the Shares of the

Trust or such Series or Class in the assets held with respect to the Trust or such Series or Class, (5) to classify or reclassify any unissued Shares of any Series or Class into one or more Series or Classes (whether the Shares to be classified or reclassified are issued and outstanding or unissued and whether such Shares constitute part or all of the Shares of the Trust or such Series or Class), (6)  to abolish any one or more Series or Classes, (7) to issue Shares to acquire other assets (including assets subject to, and in connection with, the assumption of liabilities) and businesses and (8) to take such other action with respect to the Shares as the Trustees may deem desirable. Shares held in the Trust’s treasury shall not confer any voting rights on the Trustees and shall not be entitled to any dividends or other distributions declared with respect to the Shares. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled.

The Shareholders shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the provisions of the Internal Revenue Code of 1986, as amended (or successor statute thereto), and to comply with the requirements of any other taxing authority or other applicable laws or regulations.

Section 3. PREEMPTIVE, APPRAISAL AND CONTRACT RIGHTS. Shareholders shall have no preference, preemptive or other right to acquire, purchase or subscribe to any new or additional authorized, but unissued Shares or other securities issued by the Trust or any Series thereof., other than such right, if any, as the Trustees in their discretion may determine.

To the maximum extent permitted by law, the Trust’s public filings, including its registration statement(s) filed with the Commission, shall not constitute a contract between the Trust or any Series and the Shareholders, and shall not give rise to any contract claims by the Shareholders against the Trust or any Series. Further, ownership of Shares shall not be deemed to establish a contract between the Shareholder and the Trust or any Series.

Section 4.     INVESTMENTS IN THE TRUST. The Trustees shall accept investments  in any Series from such persons, on such terms, and for such consideration, as they may from time to time authorize. At the Trustees’ sole discretion, such investments in a Series, subject to applicable law, may be in the form of cash or securities in which that Series is authorized to invest, valued as provided in Article V, Section 5. Direct investment in a Series or Class at Net Asset Value per Share shall be credited to the investing Shareholder’s account in the form of full Shares at the Net Asset Value per Share next determined after the investment is received or accepted as may be determined by the Trustees; provided, however, that the Trustees may, in their sole discretion, (a) impose a sales charge or transaction fee upon investments in any Series or Class, (b) issue fractional Shares or (c) determine the Net Asset Value per Share of the initial capital contribution for any Series. The Trustees shall have the right to refuse to accept investments in any Series or by any person at any time without any cause or reason therefor whatsoever. Notwithstanding anything contained herein to the contrary, the Trustees in their discretion may, from time to time, without vote of the Shareholders, determine to issue Shares of any Series or Class only in lots of such aggregate number of Shares as shall be determined at any time by the Trustees in their sole discretion to be called “Creation Units,” and the Trustees in their discretion may, from time to time, without vote of the Shareholders, determine to alter the number of Shares

constituting a Creation Unit. The actions of the Trustees described in this Section 4 may be taken by written consent or by resolutions adopted at any regular or special meeting of the Trustees and the Trustees may delegate such power to committees, officers and investment advisers as they deem appropriate. The amount of shares constituting a Creation Unit for one Series or Class shall not affect the amount of shares constituting a Creation Unit for another Series or Class. The issuance of Creation Units by any Series or Class shall not affect the ability of any other Series or Class to issue Shares that do not comprise Creation Units.

Section 5. POWER OF BOARD OF TRUSTEES TO MAKE TAX STATUS ELECTION. The Board of Trustees shall have the power, in its discretion, to make and to change elections as to the tax status of the Trust and any Series as may be permitted or required under the Code, without the vote or consent of any Shareholder, including, but not limited to, an initial entity classification election of the Trust and any Series for U.S. federal income tax purposes. In furtherance thereof, the Board of Trustees, or an appropriate officer as determined by the Board of Trustees, is authorized (but not required) to make and to sign any such entity classification election on Form 8832, Entity Classification Election (or successor form thereto), on behalf of the Trust or any Series, sign the consent statement contained therein on behalf of all of the Shareholders thereof, and file the same with the U.S. Internal Revenue Service.

Section 6. ASSETS AND LIABILITIES OF SERIES AND CLASSES. All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested and all income, earnings, profits and proceeds thereof (including any proceeds derived from the sale, exchange or liquidation of such assets and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be) (collectively “Assets belonging to” that Series), shall be recorded, held and accounted for separately from the other assets of the Trust and Assets belonging to every other Series. The Assets belonging to a Series shall belong only to that Series for all purposes and to no other Series, subject only to the rights of creditors of that Series. Any assets, income, earnings, profits and proceeds thereof, funds and/or payments that are not readily identifiable as belonging to any particular Series shall be allocated by the Trustees between or among one or more Series as the Trustees, in their sole discretion, deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Series for all purposes, and the assets, income, earnings, profits, proceeds, funds and payments so allocated to a Series shall be treated for all purposes as Assets belonging to that Series. The Assets belonging to a Series shall be charged with all Liabilities of the Trust with respect to that Series and/or attributable to that Series, except that Liabilities allocated solely to a particular Class shall be borne by that Class. Any Liabilities of the Trust that are not readily identifiable as chargeable to any particular Series or Class shall be allocated and charged by the Trustees between or among any one or more Series or Classes in such manner as the Trustees, in their sole discretion, deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Series and Classes for all purposes. All Persons who have extended credit that has been allocated to a particular Series, or who have a claim or contract that has been allocated to any particular Series, shall look exclusively to the assets of that particular Series for payment of such credit, claim, or contract. In the absence of an express contractual agreement so limiting the claims of such creditors, claimants and contract providers, each creditor, claimant and contract provider shall be deemed nevertheless to have impliedly agreed to such limitation.

Without limiting the foregoing, but subject to the right of the Trustees to allocate Liabilities as herein provided, the Liabilities incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable only against the Assets belonging to that Series and not against the assets of the Trust generally or the Assets belonging to any other Series. Notice of this contractual limitation on Liabilities among Series may, in the Trustees’ sole discretion, be set forth in the Trust’s certificate of trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the Delaware Act, and upon the giving of such notice in the certificate of trust, the provisions of Section 3804(a) of the Delaware Act relating to limitations on Liabilities among Series (and the statutory effect under Section 3804 of setting forth such notice in the certificate of trust) shall become applicable to the Trust and each Series. Any person extending credit to, contracting with or having any claim against any Series may look only to the Assets belonging to that Series to satisfy or enforce any Liability with respect to that Series. No Shareholder or former Shareholder of any Series shall have a claim on or any right to any Assets belonging to any other Series.

Section 7. OWNERSHIP AND TRANSFER OF SHARES. The ownership of Shares shall be recorded on the books of the Trust or those of a transfer agent or similar agent or entity that has access to Share ownership information for the Trust or a Series or Class, which books shall be maintained separately for the Shares of each Series and Class. No certificates certifying the ownership of Shares shall be issued except as the Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, if any, of each Series or Class and any other similar matters. The Trustees may make such rules as they consider appropriate for the transfer of Shares and similar matters. The record books of the Trust as kept by the Trust or any transfer agent or similar agent or entity, as the case may be, shall be conclusive as to who are the Shareholders of each Series and Class, as to the number of Shares of each Series and Class held from time to time by each Shareholder and as to who shall be entitled to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any distribution or to have notice given to such Shareholder of any meeting or other action in respect of the Trust or any Series or Class until such Shareholder has given its address and such other information as shall be required to such officer or transfer or similar agent or entity of the Trust or such Series or Class as shall keep the record books of the Trust or such Series or Class for entry thereof.

Shares shall be transferable on the records of the Trust or its transfer agent(s) or similar agent or entity in accordance with such rules as the Trust may establish from time to time. Except as provided in the following paragraph of this Section 6, Shares are transferable only by a Shareholder of record or by its agent thereto. Upon receipt by the Trust or its transfer agent or similar agent or entity of a request from a Shareholder of record to transfer Shares held by such Shareholder to another person, accompanied by such information as may be required by the Trust or its transfer agent or similar agent or entity, the transfer shall be recorded on the applicable register of the Trust or its transfer agent or similar agent or entity. Until such transfer is recorded, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereof, and neither the Trustees, nor any transfer agent or similar agent or entity for the Trust or any Series nor any officer, employee or agent of the Trust or any Series shall be affected by any notice of the proposed transfer.

Any person entitled to any Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the applicable register of Shares as the holder of such Shares upon production of such evidence thereof as the Trust or its transfer agent or similar agent or entity may require, but until such transfer is recorded, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereof, and neither the Trustees, nor any transfer agent or similar agent or entity nor any officer or agent of the Trust or Series shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law.

Section 8. STATUS OF SHARES; LIMITATION OF SHAREHOLDER LIABILITY. Shares shall be deemed to be personal property, giving Shareholders only the rights provided in this Declaration of Trust. Every Shareholder, by virtue of having acquired a Share, shall be held expressly to have assented to and agreed to be bound by the terms of this Declaration of Trust and the By-Laws. The death, incapacity, dissolution, termination, or bankruptcy of a Shareholder during the existence of the Trust shall not operate to terminate the Trust, nor entitle the representative of any such Shareholder to an accounting or to take any action in court or elsewhere against the Trust, any Series or the Trustees, but entitles such representative only to the rights of such Shareholder under this Declaration of Trust. Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust Property or Assets belonging to a Series, profit, interest, or right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders as partners. No Shareholder shall be personally liable for the Liabilities incurred by, contracted for or otherwise existing with respect to the Trust or any Series or Class thereof. None of the Trust, any Series, the Trustees, or any officer, employee, or agent of the Trust or a Series shall have any power to bind any Shareholder personally or to demand payment from any Shareholder for anything, other than as agreed by the Shareholder. Shareholders shall have the same limitation of personal liability as is extended to shareholders of a private corporation for profit incorporated in the State of Delaware. Any note, bond, contract or other written obligation of the Trust or any Series may contain a statement to the effect that such obligation may be enforced only against the assets of the Trust or Assets belonging to one or more Series; however, the omission of such statement shall not operate to bind, or create personal liability for, any Shareholder or Trustee.

Section 9. DIVIDENDS, DISTRIBUTIONS AND REDEMPTIONS. Notwithstanding any other provisions of this Declaration of Trust, including, without limitation, Article V hereof, no dividend or distribution including, without limitation, any distribution paid upon dissolution of the Trust or of any Series with respect to, nor any redemption of, the Shares of the Trust or of any Series or Class of such Series shall be effected by the Trust other than from the assets held by the Trust or assets held with respect to such Series, as the context may require, nor, except as specifically provided in Section 3 of this Article IX, shall any Shareholder of any particular Series otherwise have any right or claim against the assets held with respect to any other Series or the Trust generally except, in the case of a right or claim against the assets held with respect to any other Series, to the extent that such Shareholder has such a right or claim hereunder as a Shareholder of such other Series. The Board of Trustees shall have full discretion, to the extent not inconsistent with the 1940 Act, to determine which items shall be treated as income and which items as capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders. In addition, the Board of Trustees may delegate to a committee of the Board of Trustees or an officer of the Trust, the authority to fix the amount and other terms of any

dividend or distribution, including without limitation, the power to fix the declaration, record, ex- dividend, payment and reinvestment dates of the dividend or distribution.

Section 10. FRACTIONS. Any fractional Shares of a Series or Class shall carry proportionately all the rights and obligations of a whole Share of that Series or Class, as applicable, including with respect to voting, dividends, distributions, redemption of Shares and termination of the Trust, Series or Class.

Section 11. EXCHANGE PRIVILEGE. The Trustees shall have the authority to provide that the Shareholders of any Series or Class shall have the right to exchange such Shares for Shares of one or more other Series or Class of Shares or for interests in one or more trusts, corporations or other business entities (or a series or class of any of the foregoing) in accordance with such requirements and procedures as may be established by the Trustees, and in accordance with the 1940 Act.

Section 1. DISTRIBUTIONS. The Trustees may declare and pay dividends and other distributions, including dividends on Shares of the Trust or of a particular Series and other distributions from Trust Property or the Assets belonging to that Series as the context may require. The amount and payment of dividends or distributions and their form, whether they are in cash, Shares or other Trust Property, shall be determined by the Trustees. Dividends and other distributions may be paid pursuant to a standing resolution adopted once or more often as the Trustees determine. All dividends and other distributions on Shares of the Trust or a particular Series shall be distributed pro rata to the Shareholders of the Trust or that Series in proportion to the number of Shares of the Trust or that Series they held on the record date established for such payment, except that such dividends and distributions shall appropriately reflect expenses allocated to a particular Class of a Series of the Trust or such Series. The Trustees may adopt and offer to Shareholders such dividend reinvestment plans, cash dividend payout plans or similar plans as the Trustees deem appropriate.

Section 2. REDEMPTIONS.

(a)  Each Shareholder of a Series or Class of a Series thereof shall have the right, on any business day to require the Trust to redeem all or any part of the Shareholder’s Shares of a Series or Class thereof, upon and subject to the terms and condition provided in this Article V, Section 2, in accordance with and pursuant to procedures or methods prescribed or approved by the Trustees; provided, however, if so determined by the Trustees, any Series or Class thereof now or hereafter authorized shall be redeemable only in Creation Units and at such times as may be determined by or pursuant to procedures or methods prescribed or approved by the Trustees. Pursuant to Article IV, Section 4, the Trustees shall have the unrestricted power to determine from time to time the number of Shares constituting a Creation Unit for each Series or Class thereof by written consent or by resolutions adopted at any regular or special meeting of the Trustees and may delegate such power to committees and officers as it deems appropriate. Each Shareholder of a Series or Class thereof, upon request to the Trust in accordance with such procedures as may

from time to time be in effect, accompanied by surrender of any certificated Shares in proper form, shall be entitled to require the Trust to redeem all or any number of such Shareholder’s Shares standing in the name of such holder on the books of the Trust; provided, however, in the case of Shares of any Series or Class thereof as to which the Trustees have determined that such Shares shall be redeemable only in Creation Units, such Shares shall be redeemable only in such Creation Units. The Trust shall, upon application of any Shareholder or pursuant to authorization from any Shareholder, redeem from such Shareholder his Outstanding Shares or Creation Units, as applicable, for an amount per share determined by the Trustees in accordance with any applicable laws and regulations; provided that (i) such amount per Share shall not exceed the cash equivalent of the proportionate interest of each Share or of any Class of a Series or Series of Shares in the assets of the Trust at the time of the redemption; and (ii) if so authorized by the Trustees, the Trust may, at any time and from time to time, charge fees for effecting such redemption (including, with respect to the redemption of Creation Units, any transaction fees charged in connection with such a redemption) at such rates as the Trustees may establish, as and to the extent permitted under the 1940 Act. Payment may be in any form permitted by Article IV, Section 4, including in cash, securities or a combination thereof, as determined by or pursuant to the direction of the Trustees from time to time, less any applicable fees. Notwithstanding the foregoing, the Trustees may postpone payment of the redemption price and may suspend the right of the Shareholders to require any Series or Class thereof to redeem Shares during any period of time when and to the extent permissible under the 1940 Act. Such obligations may be suspended or postponed by the Trustees (1) during any time the Exchange is closed for other than weekends or holidays; (2) if permitted by the rules of the Commission, during periods when trading on the Exchange is restricted; (3) during any national financial emergency; or (4) as otherwise permitted under the 1940 Act or any exemption therefrom issued by the Commission upon which the Trust or the applicable Series relies. The Trustees may, in its discretion, declare that the suspension relating to a national financial emergency shall terminate, as the case may be, on the first business day on which the Exchange shall have reopened or the period specified above shall have expired (as to which, in the absence of an official ruling by the Commission, the determination of the Trustees shall be conclusive). In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption.

Section 3.    REDEMPTION BY TRUST. The Trustees may cause the Trust to redeem the Shares of any Series or Class thereof held by a Shareholder at the redemption price that would be applicable if such Shares were then being redeemed by the Shareholder pursuant to Article V, Section 2, upon such conditions as may from time to time be determined by the Trustees. Among other times, the Trustees may require any Shareholder or group of Shareholders (including some or all of the Shareholders of any Series or Class thereof) to redeem Shares for any reason as may be determined by the Trustees in their sole discretion, including when: (i) the direct or indirect ownership of Shares of the Trust or any Series has or may become concentrated in such Shareholder or group of Shareholders to an extent that would disqualify any Series or the Trust as a regulated investment company under the Internal Revenue Code of 1986, as amended (successor statute thereto); (ii) the failure to supply a tax identification number or other identifying information to facilitate the Trust or a Series compliance with applicable law or regulation; (iii) if the Share activity of the account or ownership of Shares is deemed either to affect adversely the Trust or any Series or not to be in the best interests of the remaining Shareholders of the Trust, any

Series or Class thereof; (iv) the failure of any Shareholder to pay when due the consideration for any purchase of Shares, including any purchase of any Creation Unit of Shares; (vi) the failure of any Shareholder to tender Shares to the Trust or Series in connection with any redemption of Shares, including any redemption of a Creation Unit of Shares; or (v) if a Shareholder fails to meet or maintain any qualifications applicable to holding, purchasing or redeeming Shares of the Trust, any Series or Class thereof. Upon redemption of Shares pursuant to this Article V, Section 3, the Trust shall promptly cause payment of the full redemption price to be made to such Shareholder for Shares so redeemed.

Section 4. SALE OF SHARES AT THE OPTION OF THE TRUST. In the event any Shares are held on behalf of a Shareholder by one or more transfer agents appointed by or on behalf of the Trust for at least one (1) year from the date such Shares were acquired by such Shareholder, because such Shareholder has not acted itself to otherwise properly designate to the Trust an account of such Shareholder eligible to hold such Shares to which such Shares shall be transferred, then the Trust may, at the option of the Board of Trustees, cause such transfer agent or other duly authorized agent of the Trust to sell all of any of such Shares in accordance with such procedures or methods as may be prescribed or approved by the Board of Trustees from time to time, which may be set forth in the Trust’s then effective prospectus under the Securities Act of 1933. Such Shareholder hereby approves and authorizes the Trust and such transfer agent or other duly authorized agent of the Trust to sell such Shares and to take all actions on behalf of such Shareholder as the Trust, such transfer agent or such other agent may determine to be necessary or appropriate in connection with, or otherwise to effectuate, such sale of Shares pursuant to this Section 4, and, in the event the Trust determines to cause such transfer agent or other duly authorized agent to sell such Shares pursuant to this Section 4, such Shareholder shall not be permitted to direct such transfer agent or other duly authorized agent, or otherwise exercise any investment discretion, with respect to the sale of such Shares by such transfer agent or other duly authorized agent pursuant to this Section 4. Payment to such Shareholder’s account of record of the proceeds of such sale shall be made in cash, less any fees and expenses incurred in connection with such sale within seven days after the date on which the proceeds of such sale are received by the transfer agent or other duly authorized agent of the Trust. Neither the Trust nor the transfer agent or other duly authorized agent who effectuates any such sale have any liability (a) with respect to the price of the Shares for which such Shares were sold if such sale was conducted in good faith by the transfer agent or other duly authorized agent, (b) with respect to any taxes incurred in connection with such sale, (c) with respect to the fees and expenses incurred in connection with such sale if such fees and expenses were determined in good faith by the transfer agent or other agent to be reasonable under the circumstances or (d) for any reduction or change in the value of the Shares sold hereunder from the date of the sale through the time the net proceeds thereof are delivered to such Shareholder. The right of such Shareholder to receive dividends or other distributions on Shares sold pursuant to this Section 4 and all other rights of such Shareholder with respect to the Shares so sold, except the right of such Shareholder to receive the net proceeds of the sale of such Shares, shall cease at the time such Shares shall have been sold. Such Shareholder hereby irrevocably makes, constitutes and appoints the Trust, such transfer agent and such other duly authorized agent of the Trust as its true and lawful agent and attorney-in-fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file any documents which may be necessary to effectuate the sale of such Shareholder’s Shares pursuant to this Section 4 and to make payments to such Shareholder’s account of record, which power of attorney is coupled with an interest, shall

be irrevocable and shall survive the death or incapacity of such Shareholder. For the avoidance of doubt, the foregoing provisions of this Section 4 shall not affect the right of the Trust, at the option of the Board of Trustees and without the vote of the Shareholders, to redeem any or all of such Shares pursuant to the provisions of Section 3 of this Article V.

Section 5. PREVENTION OF PERSONAL HOLDING COMPANY STATUS. The Trust may reject any purchase order, refuse to transfer any Shares, and compel the redemption of Shares if, (a) at the time thereof the Shareholder affected owns Shares equal to or in excess of a maximum percentage of the Shares of such Series or Trust determined from time to time by the Trustees, or (b) in the Trustees’ opinion, any such rejection, refusal, or redemption would prevent the Trust from becoming a personal holding company as defined by the Tax Code.

Section 6. DETERMINATION OF NET ASSET VALUE PER SHARE. The term “Net Asset Value per Share” of any Series or Class shall be determined in accordance with the methods and procedures established by the Trustees from time to time and, to the extent required by applicable law, as disclosed in the then current prospectus or statement of additional information for the Series. In the absence of action by the Trustees, the term “Net Asset Value per Share” of any Series or Class shall mean that amount by which the assets belonging to that Series or Class exceed its liabilities divided by the number of relevant Outstanding Shares. The Trustees may delegate the power and duty to determine the Net Asset Value per Share to one or more Trustees or officers of the Trust or to a manager, investment adviser, administrator, custodian, depository or other agent appointed for such purpose. The Net Asset Value per Share shall be determined separately for each Series and Class at times prescribed by the Trustees or, in the absence of action by the Trustees, as of the close of regular trading on the Exchange on each day for all or part of which such exchange is open for regular trading. At any time the Trustees may cause the Net Asset Value per Share last determined to be determined again in a similar manner and may fix the time when such redetermined values shall become effective. In the event that the Trust, a Series or Class sells or redeems Shares at a Net Asset Value per Share that is subsequently determined not to have been calculated in accordance with the applicable methods and procedures established by the Trustees (“Initial Net Asset Value per Share”) and it is determined to reprocess such sales and redemptions at the Net Asset Value per Share calculated in accordance with the applicable methods and procedures established by the Trustees (“Final Net Asset Value per Share”), the Trust, Series or Class, as the case may be, shall have no liability, based on any difference between the Initial Net Asset Value per Share and the Final Net Asset Value per Share, to any Shareholder who did not purchase their Shares directly from the Trust, or redeem their Shares directly to the Trust, at the Initial Net Asset Value per Share.

Section 7.   SUSPENSION OF RIGHT OF REDEMPTION. If, as referred to in Section 2 of this Article V, the Trustees suspend the right of Shareholders to redeem their Shares, such suspension shall take effect at the time the Trustees shall specify. Thereafter Shareholders shall have no right of redemption or payment until the Trustees declare the end of the suspension or the suspension terminates or expires pursuant to the 1940 Act. If the right of redemption is suspended, a Shareholder may either withdraw his or her request for redemption or receive payment based on the Net Asset Value per Share next determined after the suspension terminates.

Section 1. VOTING POWERS. The Shareholders shall have power to vote only (a) on such matters required by this Declaration of Trust, the By-Laws, the 1940 Act, or other applicable law; and (b) on such other matters as the Board of Trustees may consider necessary or desirable.

Notwithstanding any other provision of this Declaration of Trust, on any matters submitted to a vote of the Shareholders, all Shares then entitled to vote shall be voted in aggregate, except: (a) when required by the 1940 Act, Shares shall be voted by individual Series or Class; (b) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series shall be entitled to vote thereon; and (c) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. A Shareholder of each Series or Class thereof shall be entitled to either (i) one vote for each Share of such Series or Class thereof on any matter on which such Shareholder is entitled to vote or (ii) one vote for each dollar of Net Asset Value per Share determined at the close of business on the record date on any matter on which such Shareholder is entitled to vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in any manner provided for in the By-laws or in a resolution of the Trustees. Until Shares of a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the By-laws.

Subject to applicable federal law, including the 1940 Act, the Trustees may determine that, upon redemption, Shares shall no longer be deemed outstanding or carry any voting rights irrespective of whether a record date for any matter on which such Shares were entitled to vote had been set on a date prior to the date on which such Shares were redeemed. In making a determination as to whether redeemed Shares shall be deemed outstanding and carry any voting rights with respect to any matter on which such Shares were entitled to vote prior to redemption, subject to applicable federal law, including the 1940 Act, the Trustees may, among other things, determine that Shares redeemed either before or after a date specified by the Trustees between the record date for such matter and the meeting date for such matter shall be deemed outstanding and retain voting rights, which determination may be made for any reason including that it would not be reasonably practicable to obtain a quorum if all of the Shares redeemed after the record date for such matter and before the voting date no longer were deemed outstanding and carried any voting rights.

Section 2. MEETINGS OF SHAREHOLDERS. Unless otherwise set forth in this Declaration of Trust, provisions relating to meetings of the Shareholders shall be as provided in the By-laws.

Section 3. INSPECTION OF RECORDS. To the maximum extent permitted by law,  no Shareholder shall have any right to inspect any account or book or document of the Trust or any Series, including without limitation the information provided for in Section 3819 of the Delaware Act, except the right, upon reasonable request, to receive copies of (i) the most recent Certificate of Trust, as amended, and as filed with the Secretary of State of the State of Delaware;

(ii) the most recent Declaration of Trust, as amended; (iii) the most recent Bylaws, as amended; (iv) any public tax reporting information related to the Trust or any Series, as applicable; or (v) as otherwise conferred by the Trustees.

Section 4. DERIVATIVE AND DIRECT ACTIONS. In addition to the requirements set forth in Section 3816 of the Delaware Act (or successor provision), to the maximum extent permitted by applicable law, a Shareholder may bring a derivative action on behalf of the Trust or any Series only if the following conditions are met:

Section 1. INVESTMENT ADVISER. The Trustees on behalf of the Trust and any  Series may enter into one or more investment advisory or management contracts, providing for investment advisory services, statistical and research facilities and services, and other facilities and services to be furnished to the Trust or Series on terms and conditions acceptable to the Trustees. The Trustees may authorize the investment adviser to employ one or more sub- advisers to perform such of the acts and services, and any reference herein to the investment advisers shall be construed to include any sub-adviser, unless the context requires otherwise.

Section 2. PRINCIPAL UNDERWRITER/DISTRIBUTOR. The Trustees on behalf of the Trust and any Series may enter into contracts, providing for the distribution and sale of Shares by the other party, either directly or as sales agent, on terms and conditions acceptable to the Trustees. The Trustees may adopt a plan of distribution with respect to Shares of the Trust or any Series or Class and enter into any related agreements, whereby the Trust or any Series or Class finances directly or indirectly any activity that is primarily intended to result in sales of its Shares, subject to applicable law.

Section 3. CUSTODIAN. The Trustees shall at all times place and maintain the  securities and similar investments of the Trust and of each Series and Class with a custodian meeting the requirements of Section 17(f) of the 1940 Act. The Trust, on its behalf or on behalf of any Series, may enter into an agreement with a custodian on terms and conditions acceptable to

the Trustees, providing for the custodian, among other things, (a) to hold the securities owned by the Trust or any Series or Class and deliver the same upon written order or oral order confirmed in writing, (b) to receive and give a receipt for money paid for any moneys due to the Trust or any Series or Class and on behalf of the Trust or any Series or Class, and deposit the same in its own banking department or elsewhere, (c) to disburse such funds upon orders or vouchers, (d) to keep books and accounts of the Trust and Series or Class, as necessary or appropriate, and (e) to employ one or more sub-custodians.

Section 4. TRANSFER AGENCY, SHAREHOLDER SERVICES AND ADMINISTRATION AGREEMENTS. The Trust, on behalf of itself or any Series or Class, may enter into one or more transfer agency or index receipt agent agreements, shareholder service agreements, administration and sub-administration agreements and any other agreements with any party or parties on terms and conditions acceptable to the Trustees.

Section 5. PARTIES TO CONTRACTS WITH SERVICE PROVIDERS. The Trustees may authorize the Trust or any Series to enter into any contract with any entity referred to in this Article VII, although one or more of the Shareholders, Trustees or officers of the Trust or such Series may be an officer, director, trustee, partner, shareholder, or member of such entity, and no such contract shall be invalidated or rendered void or voidable because of such relationship. No person having such a relationship shall be disqualified from voting on or executing a contract in his or her capacity as Trustee and/or Shareholder, or be liable merely by reason of such relationship for any loss or expense to the Trust or such Series with respect to such a contract or accountable for any profit realized directly or indirectly therefrom; provided, that the contract complies with applicable law.

Section 6. MODIFICATION, AMENDMENT AND WAIVER. The authority of the Trustees under this Article VII to enter into contracts shall include the authority of the Trustees to modify, amend, waive, supplement, assign a portion of, novate or terminate the same. The enumeration of any specific contract in this Article VII shall in no way be deemed to limit the power or authority of the Trustees to authorize the Fund to enter into other contracts or service provider arrangements.

The Trustees are authorized to incur, pay or cause to be paid out of the principal or income of the Trust or a particular Series or Class, or partly out of the principal and partly out of income, as they deem fair, all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the Trust or a particular Series or Class, or in connection with the management thereof. Consistent herewith, the Trustees shall have the power, as frequently as they may determine, to cause each Shareholder, or each Shareholder of any particular Series or Class, to pay directly, in advance or arrears, for charges of the Trust’s or Series’ custodian or transfer, shareholder servicing or similar agent, an amount fixed from time to time by the Trustees, by setting off such charges due from such Shareholder from declared but unpaid dividends owed such Shareholder and/or by reducing the number of Shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.

Section 1. LIMITATION OF LIABILITY.

Section 2. INDEMNIFICATION.

such Series has any interest as a shareholder, creditor or otherwise (“Covered Person”) shall be indemnified by the Trust or the applicable Series to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him or her in connection with any claim, action, suit or proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been a Covered Person and against amounts paid or incurred by him or her in the settlement thereof.

applicable Series from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such Covered Person that such amount will be paid over by him or her to the Trust or applicable Series if it is ultimately determined that he or she is not entitled to indemnification under this Section 2; provided, however, that any such advancement will be made in accordance with any conditions required by the Commission. The advancement of any expenses pursuant to this Section 2(e) shall under no circumstances be considered a “loan” under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended from time to time, or for any other reason.

Section 3. INDEMNIFICATION OF  SHAREHOLDERS.  If  any  Shareholder  or former Shareholder of the Trust or any Series is held personally liable solely by reason of his or her being or having been a Shareholder and not because of his or her acts or omissions or for some other reason, the Shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representatives or, in the case of any entity, its general successor) shall be entitled out of Trust Property or the Assets belonging to the applicable Series to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust, on its behalf or on behalf of the affected Series, shall, upon request by such Shareholder or former Shareholder, assume the defense of any claim made against him or her for any act or obligation of the Trust or the Series and satisfy any judgment thereon from Trust Property or the Assets belonging to the Series, as the case may be.

Section 1. TRUST NOT A PARTNERSHIP. This Declaration of Trust creates  a statutory trust pursuant to the Delaware Act and not a general partnership, limited partnership, joint stock association, corporation, bailment, or any form of legal relationship. No Trustee shall have any power to bind personally either the Trust’s or Series’ officers, other Trustees or any Shareholder. Nothing in this Declaration of Trust shall be construed to make the Shareholders, either by themselves or with the Trustees, partners or members of a joint stock association.

Section 2. TRUSTEE ACTION; EXPERT ADVICE; NO BOND OR SURETY. The exercise by the Trustees of their powers and discretion hereunder in good faith and with reasonable care under the circumstances then prevailing shall be binding upon everyone interested. Subject to the provisions of Article IX, the Trustees shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take or not the advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and subject to the provisions of Article IX, shall not be liable for any act or omission in accordance with such advice or for failing to follow such advice. A Trustee shall be fully protected in relying in faith upon the records of the Trust and upon information, opinions, reports or statements presented by another Trustee or any officer, employee or other agent of the Trust or any Series, or by any other person as to matters the Trustee reasonably believes are within such other person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Trust or any Series or Class, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the Trust or any Series or Class or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to Shareholders or creditors of the Trust or any Series might properly be paid. The appointment, designation or identification of a Trustee as Chairperson of the Trustees, a member or chair of a committee of the Trustees, an expert on any topic or in any area (including an audit committee financial expert), or any other special appointment, designation or identification of a Trustee, shall not impose on that person any standard of care or liability that is greater than that imposed on that person as a Trustee in the absence of the appointment, designation or identification, and no Trustee who has special skills or expertise, or is appointed, designated or identified as aforesaid, shall be held to a higher standard of care by virtue thereof. In addition, no appointment, designation or identification of a Trustee as aforesaid shall affect in any way that Trustee’s rights or entitlement to indemnification or advancement of expenses. The Trustees shall not be required to give any bond as such, nor any surety if a bond is obtained.

Section 3. INSURANCE. The Trustees shall be entitled and empowered to the fullest extent permitted by law to purchase with Trust assets or Assets belonging to a Series insurance for liability and for all expenses reasonably incurred or paid or expected to be paid by a Trustee, officer, employee or agent of the Trust or the applicable Series in connection with any claim, action, suit or proceeding in which he or she becomes involved by virtue of his or her capacity or former capacity with the Trust or such Series.

Section 4. TERMINATION, REORGANIZATION OR CONVERSION OF THE TRUST OR ANY SERIES.

The Trustees or Trust or Series shall provide written notice to affected Shareholders of any transaction described in this Section 4. The transactions described in this Section 4 may be effected through share-for-share exchanges, transfers or sale of assets, shareholder in-kind redemptions and purchases, exchange offers or any other method the Trustees approve.

Section 5. AMENDMENTS. Except as expressly set forth in this  Section  5,  the Trustees may, without any Shareholder vote, amend or otherwise supplement this Declaration of Trust by making an amendment, a declaration of trust supplemental hereto or an amended and restated declaration of trust. No vote or consent of any Shareholder shall be required for any amendment to this Declaration of Trust except (i) as determined by the Trustees in their sole discretion or (ii) as required by federal law including the 1940 Act, but only to the extent so required. Any amendment that is submitted to Shareholders, which the Trustees determine would affect the Shareholders of a particular Series or Class, shall be authorized by vote of the Shareholders of such Series or Class, and no vote shall be required of Shareholders of any Series or Class not affected.

Section 6.  DECLARATION OF TRUST. The original or a copy of this Declaration   of Trust and of each amendment, restatement or supplement hereto shall be kept at the office of

the Trust. Anyone dealing with the Trust or any Series may rely on a certificate by a Trustee or an officer of the Trust or the applicable Series as to the authenticity of the Declaration of Trust or any such amendments, restatements or supplements and as to any matters in connection with the Trust or such Series. This Declaration of Trust and any document, consent or instrument referenced in or contemplated by this Declaration of Trust may be executed in any number of counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

Section 7. APPLICABLE LAW; JURISDICTION AND WAIVER OF JURY TRIAL.

PERSONS HEREBY IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW. All Shareholders and other persons agree that service of summons, complaint or other process in connection with any proceedings may be made by registered or certified mail or by overnight courier addressed to such person at the address shown on the books and records of the Trust or its transfer or similar agent or entity with respect to the Shares in which the person claims an interest. Service of process in any such suit, action or proceeding against the Trust, any Series or any Trustee or officer of the Trust or any Series may be made at the address of the Trust’s registered agent in the State of Delaware. Any service so made shall be effective as if personally made in the State of Delaware.

Section 8.    FISCAL YEAR. The fiscal year of each Series shall end on a specified date as set forth by resolution of the Trustees. The Trustees may change the fiscal year of the Trust or any Series without Shareholder approval. Different Series may have different fiscal years.

Section 9. SEVERABILITY. The provisions of this Declaration of Trust are severable. If the Trustees determine, with the advice of counsel, that any provision hereof conflicts with the 1940 Act, the regulated investment company provisions of the Tax Code or other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of this Declaration of Trust; provided, however, that such determination shall not affect any of the remaining provisions of this Declaration of Trust or render invalid or improper any action taken or omitted prior to such determination. If any provision hereof is held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision only in such jurisdiction and shall not affect any other provision of this Declaration of Trust.

Section 10. INTERPRETATION. As used herein, the singular includes the plural and vice versa. Words denoting any gender include all genders. The Trustees may construe any of the provisions of this Declaration of Trust, including insofar as the same may appear to be ambiguous or inconsistent with any other provisions hereof, and any such construction hereof by the Trustees in good faith shall be conclusive as to the meaning to be given to such provisions. Headings herein are for convenience only and shall not affect the construction of this Declaration of Trust.

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	/s/ ▇▇▇▇ ▇▇▇▇▇
	▇▇▇▇ ▇▇▇▇▇, as Initial Trustee and not Individually