Common use of Shares Clause in Contracts

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, including Shares issued in connection with a dividend or other distribution of Shares or a split or reverse split of Shares, shall be fully paid and nonassessable. 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 (but the Trustees may not change Outstanding Shares in a manner materially adverse to the Shareholders of such Shares), (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.

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 the Trust shall be divided into transferable Shares and any other equity securities issued pursuant to Article V, Section 7 of one or more Classesseparate and distinct Series or Classes established by the Trustees. The number of Shares of each Series and Class shall be unlimited, is unlimited and each Share shall have no par valuevalue per Share or such other amount as the Trustees may establish. All Shares issued hereunder, including Shares issued in connection with a dividend or other distribution of Shares or a split or reverse split of Shares, hereunder shall be fully paid and nonassessable. Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust. 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 Classes with such preferences, rights upon liquidation, redemption rights, terms of conversion, voting powers, rights, privileges, and business purpose or investment objective other rights and privileges as the Trustees may determine (but the Trustees may not change Outstanding Shares in a manner materially adverse to the Shareholders holders of such Outstanding Shares), (4) ; to divide or combine the Shares of any Series or Class Classes 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) number; to classify or reclassify any unissued Shares of any Series or Class Classes 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) Shares; 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 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.

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 the Trust shall be divided into transferable Shares of one or more Classesseparate and distinct Series or Classes established by the Trustees. The number of Shares of each Series and Class shall be unlimited, is unlimited and each Share shall have such par as the Trustees may establish (provided that unless the Trustees shall otherwise determine, all Shares shall have no par value). All Shares issued hereunder, including Shares issued in connection with a dividend or other distribution of Shares or a split or reverse split of Shares, hereunder shall be fully paid and nonassessable. Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust. 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 Classes with such preferences, terms of conversion, voting powers, rights, privileges, rights and business purpose or investment objective privileges as the Trustees may determine (but the Trustees may not change Outstanding Shares in a manner materially adverse to the Shareholders of such Shares), (4) determine; to divide or combine the Shares of any Series or Class Classes 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) number; to classify or reclassify any unissued Shares of any Series or Class Classes 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) Shares; to abolish any one or more Series or Classes, (7) Classes of Shares; to issue Shares to acquire other assets (including assets subject to, and in connection with, the assumption of liabilities) and businesses 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 anything contained herein to the contrary, the Trustees 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 (subject to their right of delegation under Article III, Section 1(i) hereunder), to be called “Creation Units,” and to charge such transaction fees or such other fees as the Trustees shall determine; provided, however, that the Trustees shall have the unrestricted right and power, without vote of the Shareholders, to alter the number of Shares constituting a Creation Unit. 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.

Shares. (a) The limited liability company interests in the Fund shall be divided into such transferable Shares of one or more separate and distinct Classes of Shares as the Board, in its sole discretion and without Shareholder approval, from time to time create and establish. The Board shall have full power and authority, in its sole discretion, and without obtaining any prior authorization or vote of the Shareholders of any Class of the Fund (i) to create, establish and designate, and to change in any manner, any initial Class or additional Classes, and to fix such preferences, voting powers, rights and privileges of such Classes, which may be superior to the preferences, voting powers, rights and privileges of any existing class, as the Board may from time to time determine; (ii) to divide or combine the Shares or any Classes into a greater or lesser number, provided that such division or combination does not change the proportionate beneficial interest in the assets of the Fund of any Shareholder or other holder of Shares or in any way affect the rights of Shares; (iii) to classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Class into one or more Classes that may be established and designated from time to time; and (iv) to take such other action with respect to the Shares as the Board may deem desirable, including, but not limited to, suspending the offering of the Shares. Except as provided herein, each Share of a particular Class shall represent an equal proportionate interest in the assets of the Fund (subject to the liabilities of the Fund), and each Share of a particular Class shall be equal with respect to net asset value per Share of that Class as against each other Share of that Class. The rights attaching to all Shares of a particular Class shall be identical as to right of repurchase by the Fund, dividends and other distributions (whether or not on liquidation) and voting rights. Unless another time is specified by the Board, the establishment and designation of any Class shall be effective upon the adoption of a resolution by the Board setting forth such establishment and designation and the preferences, powers, rights and privileges of the Shares of such Class, whether directly in such resolution or by reference to, or approval of, another document that sets forth such relative rights and preferences of such Class including, without limitation, any registration statement of the Fund, or as otherwise provided in such resolution; (b) The number of the Fund’s authorized Shares of each Class and the number of Shares that may be issued is unlimited, and, subject to Section 2.6 hereof and Section 5.1(k) hereof, the Board may issue Shares of each Class for such consideration and on such terms as they may determine (or for no consideration if issued in connection with a dividend in Shares or a split of Shares), or may reduce the number of issued Shares in proportion to the relative net asset value of the Shares then outstanding, all without action or approval of the Shareholders. All Shares when so issued on the terms determined by the Board shall be fully paid and non-assessable; (c) All references to Shares in this Declaration of Trust Agreement shall be deemed to be Shares of the Trust and any or all Series or Classes, Classes as the context may require. All provisions herein relating to the Trust Fund shall apply equally to each Series Class of the Trust and each Class, Fund except as the context otherwise requires; (d) Any Director, officer or other agent of the Fund (including, without limitation, the Adviser), and any organization in which any such Person is interested may acquire, own, and dispose of Shares of the Fund to the same extent as if such Person were not a Director, officer or other agent of the Fund; and the Fund may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the limitations, restrictions or other provisions applicable to the sale or purchase of Shares generally; (e) Shares shall not be represented by certificates, but only by notation on the Share records of the Fund, as kept by the Fund or by any transfer or similar agent, as the case may be. The beneficial interest in each Series Share records of the Fund, whether maintained by the Fund or any transfer or similar agent, as the case may be, shall be divided into conclusive as to who are the holders of each Class of Shares of one or more Classes. The and as to the number of Shares of each Series Class held from time to time by each such Person; (f) All consideration received by the Fund for the issue or sale of Shares, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and Class any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to the Fund generally and not to the account of any particular Shareholder or holder of Shares, subject only to the rights of creditors, and shall be unlimitedso recorded upon the books of account of the Fund; (g) The liabilities, expenses, costs, charges and reserves attributable to the Fund shall be charged and allocated to the assets belonging to the Fund generally and not to the account of any particular Shareholder or holder of Shares and shall be so recorded upon the books of account of the Fund; (h) Dividends and distributions on Shares may be paid to the Shareholders with such frequency as the Board may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Board may determine, from such of the income, capital gains accrued or realized, and each Share shall have no par valuecapital and surplus, after providing for actual and accrued liabilities of the Fund and for any reasonable reserves as determined by the Board in its sole discretion. All dividends and distributions on Shares issued hereundershall be distributed pro rata to the Shareholders or other holders of Shares in proportion to the number of Shares held by such Persons at the date and time of record established for the payment of such dividends or distributions, including Shares issued except that in connection with any dividend or distribution program or procedure the Board may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder’s purchase order and/or payment have not been received by the time or times established by the Board under such program or procedure. Dividends and distributions on Shares may be made in cash or Shares or a combination thereof as determined by the Board or pursuant to any program that the Board may have in effect at the time for the election by each Shareholder or other holder of Shares of the mode of the making of such dividend or distribution to that Person. Any dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with Section 7.2 hereof. Notwithstanding anything in this Agreement to the contrary, the Board may at any time declare and distribute a dividend or other distribution of Shares or other property pro rata among the Shareholders or other holders of Shares at the date and time of record established for the payment of such dividends or distributions; (i) Notwithstanding anything to the contrary contained herein, none of the Directors or the Shareholders, nor any other Person on behalf of the Fund, shall make a split distribution to the Shareholders on account of their interest in the Fund if such distribution would violate Article 19.41 of the LLC Act or reverse split any other applicable law; (j) The Board, subject to Section 2.7 hereof, may accept investments in the Fund by way of Share purchase, from such Persons, on such terms (including minimum purchase amounts) and for such consideration, not inconsistent with the provisions of the 1940 Act, as they from time to time authorize or determine. Such investments may be in the form of cash, Securities or other property in which the Fund is authorized to invest, hold or own, valued as provided in Section 7.2 hereof. The Board may authorize any distributor, principal underwriter, custodian, transfer agent or other Person to accept orders for the purchase or sale of Shares that conform to such authorized terms and to reject any purchase or sale orders for Shares whether or not conforming to such authorized terms; (k) Shares may be issued as fractions thereof. Any fractional Share, if outstanding, shall carry proportionately all the rights and obligations of a whole Share, including those rights and obligations with respect to voting, receipt of dividends and distributions, redemption of Shares, and liquidation of the Fund. Fractions of Shares shall be fully paid and nonassessable. The Trustees shall have full power and authority, in their sole discretion and without obtaining Shareholder approval, (1) calculated 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 (but the Trustees may not change Outstanding Shares in a manner materially adverse to the Shareholders of such Shares), (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 Sharesthree decimal points.

Shares. All references to Shares The beneficial interest in this Declaration of the Trust shall be deemed to be divided into transferable 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 separate and distinct Series or Classes established by the Trustees. The Trustees may divide the Shares of the Trust or any Series into Classes. The number of Shares of the Trust and of each Series and Class is unlimited and the Trust is authorized to issue an unlimited number of Shares and upon the establishment of any Series or Class as provided herein, the Trust shall be unlimitedauthorized to issue an unlimited number of Shares of each such Series and Class, unless otherwise determined, and each subject to any conditions set forth, by the Trustees. Each Share shall have no par valuevalue per Share or such other amount of par value as the Trustees may establish. All Notwithstanding any other provision of this Declaration, including Section 2 of Article VIII, all Shares issued hereunder, including Shares issued in connection with a dividend or other distribution of Shares or a split or reverse split of Shares, hereunder shall be fully paid and nonassessable. Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust. 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 the Trust or of any Series or Class Classes with such preferences, rights upon liquidation, redemption rights, terms of conversion, voting powers, rights, privileges, and business purpose or investment objective other rights and privileges as the Trustees may determine (but the Trustees may not change Outstanding Shares in a manner materially adverse to the Shareholders of such Shares), (4) ; to divide or combine the Shares of the Trust or of any Series or Class Classes 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) number; to classify or reclassify any unissued Shares of the Trust or of any Series or Class Classes 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) Shares; to abolish any one or more Series or Classes, (7) Classes of Shares; to issue Shares to acquire other assets (including assets subject to, and in connection with, the assumption of liabilities) and businesses 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. Unless otherwise designated by the Trustees in the By-Laws or resolutions establishing a Series or Class, the purchase price, the method of determining the net asset value, and the relative liquidation, voting, dividend and other rights and preferences of holders of Shares of the Trust or any Series or Class shall be as set out in the Trust’s Registration Statement on Form N-2 under the Securities Act and/or the 1940 Act relating to the issuance of such Shares. Except as otherwise provided with respect to a specific Series or Class, each Share of the Trust or any Series shall represent an equal beneficial interest in the net assets of the Trust or such Series.

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, including Shares issued in connection with a dividend or other distribution of Shares or a split or reverse split of Shares, hereunder shall be fully paid and nonassessable. The 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 (but the Trustees may not change Outstanding Shares in a manner materially adverse to the Shareholders of such Shares)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.

Shares. All references to Shares The beneficial interest in this Declaration of the Trust shall be deemed divided into transferable Shares of the Trust, subject to be the limitations on transferability set forth in Section 4 of this Article V, or of one or more separate and distinct Series or Classes established by the Trustees. The Trustees may divide the Shares of the Trust and or 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 the Trust and of each Series and Class shall be unlimited, is unlimited and each Share shall have no par valuevalue per Share or such other amount of par value as the Trustees may establish. All Shares issued hereunder, including Shares issued in connection with a dividend or other distribution of Shares or a split or reverse split of Shares, hereunder shall be fully paid and nonassessable. Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust. 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 the Trust or of any Series or Class Classes with such preferences, rights upon liquidation, redemption rights, terms of conversion, voting powers, rights, privileges, and business purpose or investment objective other rights and privileges as the Trustees may determine (but the Trustees may not change Outstanding Shares in a manner materially adverse to the Shareholders of such Shares), (4) ; to divide or combine the Shares of the Trust or of any Series or Class Classes 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) number; to classify or reclassify any unissued Shares of the Trust or of any Series or Class Classes 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) Shares; to abolish any one or more Series or Classes, (7) Classes of Shares; to issue Shares to acquire other assets (including assets subject to, and in connection with, the assumption of liabilities) and businesses 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. Unless otherwise designated by the Trustees in the By-Laws or resolutions establishing a Series or Class, the purchase price, the method of determining the net asset value, and the relative liquidation, voting, dividend and other rights and preferences of holders of Shares of the Trust or any Series or Class shall be as set out in the Trust’s Registration Statement on Form N-2 under the Securities Act of 1933 and/or the 1940 Act relating to the issuance of such Shares. Except as otherwise provided with respect to a specific Series or Class, each Share of the Trust or any Series shall represent an equal beneficial interest in the net assets of the Trust or such Series.

Shares. All references to Shares The beneficial interest in this Declaration of the Trust shall be deemed to be divided into transferable 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 separate and distinct Series or Classes established by the Trustees. The Trustees may divide the Shares of the Trust or any Series into Classes. The number of Shares of the Trust and of each Series and Class shall be unlimited, is unlimited and each Share shall have no par valuevalue per Share or such other amount of par value as the Trustees may establish. All Shares issued hereunder, including Shares issued in connection with a dividend or other distribution of Shares or a split or reverse split of Shares, hereunder shall be fully paid and nonassessable. Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust. 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 the Trust or of any Series or Class Classes with such preferences, rights upon liquidation, redemption rights, terms of conversion, voting powers, rights, privileges, and business purpose or investment objective other rights and privileges as the Trustees may determine (but the Trustees may not change Outstanding Shares in a manner materially adverse to the Shareholders of such Shares), (4) ; to divide or combine the Shares of the Trust or of any Series or Class Classes 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) number; to classify or reclassify any unissued Shares of the Trust or of any Series or Class Classes 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) Shares; to abolish any one or more Series or Classes, (7) Classes of Shares; to issue Shares to acquire other assets (including assets subject to, and in connection with, the assumption of liabilities) and businesses 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. Unless otherwise designated by the Trustees in the By-Laws or resolutions establishing a Series or Class, the purchase price, the method of determining the net asset value, and the relative liquidation, voting, dividend and other rights and preferences of holders of Shares of the Trust or any Series or Class shall be as set out in the Trust’s Registration Statement on Form N-2 under the Securities Act of 1933 and/or the 1940 Act relating to the issuance of such Shares. Except as otherwise provided with respect to a specific Series or Class, each Share of the Trust or any Series shall represent an equal beneficial interest in the net assets of the Trust or such Series.

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 the Trust shall be divided into transferable Shares of one or more Classesseparate and distinct Series or Classes established by the Trustees. The number of Shares of each Series and Class shall be unlimited, is unlimited and each Share shall have no a par valuevalue of $0.001 per Share or such other amount as the Trustees may establish. All Shares issued hereunder, including including, without limitation, Shares issued in connection with a dividend or other distribution of in Shares or a split or reverse split of Shares, shall be fully paid and nonassessable. The Except as otherwise provided by the Trustees, Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust. Subject to the further provisions of this Article V and any applicable requirements of the 1940 Act, 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) Shares; to establish and to change in any manner Shares of any Series or Class Classes with such preferences, terms of conversion, voting powers, rights, privileges, rights and business purpose or investment objective privileges as the Trustees may determine (but the Trustees may not change Outstanding Shares in a manner materially adverse to the Shareholders of such Shares), (4) ; to divide or combine the Shares of any Series or Class Classes 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) number; to classify or reclassify any unissued Shares of any Series or Class Classes 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) Shares; to abolish any one or more Series or Classes, (7) Classes of Shares; to issue Shares to acquire other assets (including assets subject to, and in connection with, the assumption of liabilities) and businesses 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.

Shares. All references to Shares in this Declaration Division 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 requiresBeneficial Interest ------------------------------- Section 1. The beneficial interest in each Series shall Trustees may, without Shareholder approval, ---------- authorize one or more classes of Shares (which classes may be divided into two or more series), Shares of one each such class or more Classesseries having such par value and such preferences, voting powers, terms of redemption, if any, and special or relative rights or privileges (including conversion rights, if any) as the Trustees may determine. Subject to applicable law, the Trustees may, without Shareholder approval, authorize the Trust to issue subscription or other rights representing interests in Shares to existing Shareholders or other persons subject to such terms and conditions as the Trustees may determine. The number of Shares of each Series and Class class or series authorized shall be unlimited, except as the Bylaws may otherwise provide, and each Share shall have no par value. All the Shares issued hereunder, including Shares issued so authorized may be represented in connection with a dividend or other distribution of Shares or a split or reverse split of Shares, shall be fully paid and nonassessablepart by fractional shares. The Trustees shall have full power and authority, in their sole discretion and without obtaining Shareholder approval, (1) may from time 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 (but the Trustees may not change Outstanding Shares in a manner materially adverse to the Shareholders of such Shares), (4) to time divide or combine the Shares of any Series class or Class series into a greater or lesser number without thereby materially changing the proportionate beneficial interest in the class or series. Ownership of a holder Shares ------------------- Section 2. The ownership of Shares shall be recorded on the Shares books ---------- of the Trust or such Series a transfer or Class similar agent. Except as provided in the assets Bylaws or as the Trustees may otherwise determine from time to time, no certificates certifying the ownership of Shares shall be issued. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to who are the Shareholders of each class and series and as to the number of Shares of each class and series held from time to time by each Shareholder. Investments in the Trust ------------------------ Section 3. The Trustees shall accept investments in the Trust ---------- from such persons and on such terms and, subject to any requirements of law, for such consideration, which may consist of cash or tangible or intangible property or a combination thereof, as the Trustees or the Bylaws from time to time authorize. No Preemptive Rights -------------------- Section 4. Shareholders shall have no preemptive or other right to ---------- receive, purchase or subscribe for any additional Shares or other securities issued by the Trust. Derivative Claims ----------------- Section 5. No Shareholder shall have the right to bring or ---------- maintain any court action, proceeding or claim on behalf of the Trust or any series or class of Shares without first making demand on the Trustees requesting the Trustees to bring or maintain such action, proceeding or claim. Such demand shall not be excused under any circumstances, including claims of alleged interest on the part of the Trustees, unless the plaintiff makes a specific showing that irreparable nonmonetary injury to the Trust or series or class of Shares would otherwise result. Such demand shall be mailed to the Secretary of the Trust at the Trust's principal office and shall set forth with particularity the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the Shareholder to support the allegations made in the demand. The Trustees shall consider such demand within 45 days of its receipt by the Trust. In their sole discretion, the Trustees may submit the matter to a vote of Shareholders of the Trust or a series or class of Shares, as appropriate. Any decision by the Trustees to bring, maintain or settle (or not to bring, maintain or settle) such court action, proceeding or claim, or to submit the matter to a vote of Shareholders, shall be binding upon the Shareholders. Any decision by the Trustees to bring or maintain a court action, proceeding or suit on behalf of the Trust or a series or class of Shares shall be subject to the right of the Shareholders under Article V hereof to vote on whether or not such court action, proceeding or suit should or should not be brought or maintained. Direct Claims ------------- Section 6. No class of Shareholders shall have the right to bring ---------- or maintain a direct action or claim for monetary damages against the Trust or the Trustees predicated upon an express or implied right of action under this Declaration or the 1940 Act (excepting rights of action permitted under section 36(b) of the 1940 Act), nor shall any single Shareholder, who is similarly situated to one or more other Shareholders with respect to the Trust alleged injury, have the right to bring such an action, unless the class of Shareholders or such Series or ClassShareholder has obtained authorization from the Trustees to bring the action. The requirement of authorization shall not be excused under any circumstances, (5) to classify or reclassify any unissued Shares including claims of any Series or Class into one or more Series or Classes (whether alleged interest on the Shares to be classified or reclassified are issued and outstanding or unissued and whether such Shares constitute part or all of the Shares Trustees. A request for authorization shall be mailed to the Secretary of the Trust at the Trust's principal office and shall set forth with particularity the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the class of Shareholders or Shareholder to support the allegations made in the request. The Trustees shall consider such request within 45 days of its receipt by the Trust. In their sole discretion, the Trustees may submit the matter to a vote of Shareholders of the Trust or series or class of Shares, as appropriate. Any decision by the Trustees to settle or to authorize (or not to settle or to authorize) such Series court action, proceeding or Class)claim, (6) or to abolish any one submit the matter to a vote of Shareholders, shall be binding upon the class of Shareholders or more Series Shareholder seeking authorization. Any decision by the Trustees to authorize a court action, proceeding or Classes, (7) to issue Shares to acquire other assets (including assets suit by a class of Shareholders shall be 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 right of the Trustees may deem desirable. Shares held in the Trust’s treasury shall Shareholders under Article V hereof to vote on whether or not confer any voting rights on the Trustees and shall such court action, proceeding or suit should or should not be entitled to any dividends brought or other distributions declared with respect to the Sharesmaintained.

Shares. All references to Shares in this Declaration Division 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 requiresBeneficial Interest ------------------------------- Section 1. The beneficial interest in each Series shall Trustees may, without Shareholder approval, authorize one or --------- more classes of Shares (which classes may be divided into two or more series), Shares of one each such class or more Classesseries having such par value and such preferences, voting powers, terms of redemption, if any, and special or relative rights or privileges (including conversion rights, if any) as the Trustees may determine. Subject to applicable law, the Trustees may, without Shareholder approval, authorize the Trust to issue subscription or other rights representing interests in Shares to existing Shareholders or other persons subject to such terms and conditions as the Trustees may determine. The number of Shares of each Series and Class class or series authorized shall be unlimited, except as the Bylaws may otherwise provide, and each Share shall have no par value. All the Shares issued hereunder, including Shares issued so authorized may be represented in connection with a dividend or other distribution of Shares or a split or reverse split of Shares, shall be fully paid and nonassessablepart by fractional shares. The Trustees shall have full power and authority, in their sole discretion and without obtaining Shareholder approval, (1) may from time 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 (but the Trustees may not change Outstanding Shares in a manner materially adverse to the Shareholders of such Shares), (4) to time divide or combine the Shares of any Series class or Class series into a greater or lesser number without thereby materially changing the proportionate beneficial interest in the class or series. Ownership of a holder Shares ------------------- Section 2. The ownership of Shares shall be recorded on the books of the Shares of the --------- Trust or such Series a transfer or Class similar agent. Except as provided in the assets held with respect to the Trust Bylaws 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 desirableotherwise determine from time to time, no certificates certifying the ownership of Shares shall be issued. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to who are the Shareholders of each class and series and as to the number of Shares of each class and series held from time to time by each Shareholder. Investments in the Trust’s treasury Trust ------------------------ Section 3. The Trustees shall not confer accept investments in the Trust from such --------- persons and on such terms and, subject to any voting rights on requirements of law, for such consideration, which may consist of cash or tangible or intangible property or a combination thereof, as the Trustees and or the Bylaws from time to time authorize. No Preemptive Rights -------------------- Section 4. Shareholders shall not be entitled to any dividends have no preemptive or other distributions declared with respect right to receive, --------- purchase or subscribe for any additional Shares or other securities issued by the SharesTrust.

Shares. All references to Division of Beneficial Interest ------------------------------- Section 1. The Trustees may, without Shareholder approval, authorize one or --------- more classes of Shares (which classes may be divided into two or more series), Shares of each such class or series having no par value and such preferences, voting powers, terms of redemption, if any, and special or relative rights or privileges (including conversion rights, if any) as the Trustees may determine and as shall be set forth in this Declaration of Trust shall be deemed to be Shares of or in 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 ClassesBy-Laws. The number of Shares of each Series and Class class or series authorized shall be unlimited, except as the By-Laws may otherwise provide, and each Share shall have no par value. All the Shares issued hereunder, including Shares issued so authorized may be represented in connection with a dividend or other distribution of Shares or a split or reverse split of Shares, shall be fully paid and nonassessablepart by fractional shares. The Trustees shall have full power and authority, in their sole discretion and without obtaining Shareholder approval, (1) may from time 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 (but the Trustees may not change Outstanding Shares in a manner materially adverse to the Shareholders of such Shares), (4) to time divide or combine the Shares of any Series class or Class series into a greater or lesser number without thereby materially changing the proportionate beneficial interest in the class or series. Ownership of a holder Shares ------------------- Section 2. The ownership of Shares shall be recorded on the books of the --------- Trust or a transfer or similar agent. 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, the transfer of Shares and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to who are the Shareholders of each class and series and as to the number of Shares of each class and series held from time to time by each Shareholder. Investments in the Trust ------------------------ Section 3. The Trustees shall accept investments in the Trust from such --------- persons and on such terms and, subject to any requirements of law, for such consideration, which may consist of cash or tangible or intangible property or a combination thereof, as they or the By-Laws from time to time authorize. No Preemptive Rights -------------------- Section 4. Shareholders shall have no preemptive or other right to receive, --------- purchase or subscribe for any additional Shares or other securities issued by the Trust. Derivative Claims ----------------- Section 5. No Shareholder shall have the right to bring or maintain any --------- court action, proceeding or claim on behalf of the Trust or any series or class of Shares without first making demand on the Trustees requesting the Trustees to bring or maintain such Series action, proceeding or Class claim. Such demand shall not be excused under any circumstances, including claims of alleged interest on the part of the Trustees, unless the plaintiff makes a specific showing that irreparable nonmonetary injury to the Trust or series or class of Shares would otherwise result. Such demand shall be mailed to the Secretary of the Trust at the Trust's principal office and shall set forth with particularity the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the Shareholder to support the allegations made in the assets held demand. The Trustees shall consider such demand within 45 days of its receipt by the Trust. In their sole discretion, the Trustees may submit the matter to a vote of Shareholders of the Trust or series or class of Shares, as appropriate. Any decision by the Trustees to bring, maintain or settle (or not to bring, maintain or settle) such court action, proceeding or claim, or to submit the matter to a vote of Shareholders, shall be binding upon the Shareholders. Any decision by the Trustees to bring or maintain a court action, proceeding or suit on behalf of the Trust or a series or class of Shares shall be subject to the right of the Shareholders under Article V hereof to vote on whether or not such court action, proceeding or suit should or should not be brought or maintained. Direct Claims ------------- Section 6. No class of Shareholders shall have the right to bring or --------- maintain a direct action or claim for monetary damages against the Trust or the Trustees predicated upon an express or implied right of action under this Declaration or the 1940 Act (excepting rights of action permitted under section 36(b) of the 1940 Act), nor shall any single Shareholder, who is similarly situated to one or more other Shareholders with respect to the Trust alleged injury, have the right to bring such an action, unless the class of Shareholders or such Series or ClassShareholder has obtained authorization from the Trustees to bring the action. The requirement of authorization shall not be excused under any circumstances, (5) to classify or reclassify any unissued Shares including claims of any Series or Class into one or more Series or Classes (whether alleged interest on the Shares to be classified or reclassified are issued and outstanding or unissued and whether such Shares constitute part or all of the Shares Trustees. A request for authorization shall be mailed to the Secretary of the Trust at the Trust's principal office and shall set forth with particularity the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the class of Shareholders or Shareholder to support the allegations made in the request. The Trustees shall consider such request within 45 days of its receipt by the Trust. In their sole discretion, the Trustees may submit the matter to a vote of Shareholders of the Trust or series, as appropriate. Any decision by the Trustees to settle or to authorize (or not to settle or to authorize) such Series court action, proceeding or Class)claim, (6) or to abolish any one submit the matter to a vote of Shareholders, shall be binding upon the class of Shareholders or more Series Shareholder seeking authorization. Any decision by the Trustees to authorize a court action, proceeding or Classes, (7) to issue Shares to acquire other assets (including assets suit by a class of Shareholders shall be 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 right of the Trustees may deem desirable. Shares held in the Trust’s treasury shall Shareholders under Article V hereof to vote on whether or not confer any voting rights on the Trustees and shall such court action, proceeding or suit should or should not be entitled to any dividends brought or other distributions declared with respect to the Sharesmaintained.

Shares. All references to Shares in this Declaration Division 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 requiresBeneficial Interest ------------------------------- Section 1. The beneficial interest in each Series shall Trustees may, without Shareholder approval, authorize one or more classes of Shares (which classes may be divided into two or more series), Shares of one each such class or more Classesseries having such par value and such preferences, voting powers, terms of redemption, if any, and special or relative rights or privileges (including conversion rights, if any) as the Trustees may determine. Subject to applicable law, the Trustees may, without Shareholder approval, authorize the Trust to issue subscription or other rights representing interests in Shares to existing Shareholders or other persons subject to such terms and conditions as the Trustees may determine. The number of Shares of each Series and Class class or series authorized shall be unlimited, except as the Bylaws may otherwise provide, and each Share shall have no par value. All the Shares issued hereunder, including Shares issued so authorized may be represented in connection with a dividend or other distribution of Shares or a split or reverse split of Shares, shall be fully paid and nonassessablepart by fractional shares. The Trustees shall have full power and authority, in their sole discretion and without obtaining Shareholder approval, (1) may from time 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 (but the Trustees may not change Outstanding Shares in a manner materially adverse to the Shareholders of such Shares), (4) to time divide or combine the Shares of any Series class or Class series into a greater or lesser number without thereby materially changing the proportionate beneficial interest in the class or series. Ownership of a holder Shares ------------------- Section 2. The ownership of Shares shall be recorded on the Shares books of the Trust or such Series a transfer or Class similar agent. Except as provided in the assets held with respect to the Trust Bylaws 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 desirableotherwise determine from time to time, no certificates certifying the ownership of Shares shall be issued. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to who are the Shareholders of each class and series and as to the number of Shares of each class and series held from time to time by each Shareholder. Investments in the Trust’s treasury Trust ------------------------ Section 3. The Trustees shall not confer accept investments in the Trust from such persons and on such terms and, subject to any voting rights on requirements of law, for such consideration, which may consist of cash or tangible or intangible property or a combination thereof, as the Trustees and or the Bylaws from time to time authorize. No Preemptive Rights -------------------- Section 4. Shareholders shall not be entitled to any dividends have no preemptive or other distributions declared with respect right to receive, purchase or subscribe for any additional Shares or other securities issued by the SharesTrust.

Shares. All references to Shares in this Declaration Division 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 requiresBeneficial Interest ------------------------------- Section 1. The beneficial interest in each Series shall Trustees may, without Shareholder approval, authorize ---------- one or more classes of Shares (which classes may be divided into two or more series), Shares of one each such class or more Classesseries having such par value and such preferences, voting powers, terms of redemption, if any, and special or relative rights or privileges (including conversion rights, if any) as the Trustees may determine. Subject to applicable law, the Trustees may, without Shareholder approval, authorize the Trust to issue subscription or other rights representing interests in Shares to existing Shareholders or other persons subject to such terms and conditions as the Trustees may determine. The number of Shares of each Series and Class class or series authorized shall be unlimited, except as the Bylaws may otherwise provide, and each Share shall have no par value. All the Shares issued hereunder, including Shares issued so authorized may be represented in connection with a dividend or other distribution of Shares or a split or reverse split of Shares, shall be fully paid and nonassessablepart by fractional shares. The Trustees shall have full power and authority, in their sole discretion and without obtaining Shareholder approval, (1) may from time 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 (but the Trustees may not change Outstanding Shares in a manner materially adverse to the Shareholders of such Shares), (4) to time divide or combine the Shares of any Series class or Class series into a greater or lesser number without thereby materially changing the proportionate beneficial interest in the class or series. Ownership of Shares ------------------- Section 2. The ownership of Shares shall be recorded on the books of ---------- the Trust or a holder transfer or similar agent. Except as provided in the Bylaws or as the Trustees may otherwise determine from time to time, no certificates certifying the ownership of Shares shall be issued. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to who are the Shareholders of each class and series and as to the number of Shares of each class and series held from time to time by each Shareholder. Investments in the Trust ------------------------ Section 3. The Trustees shall accept investments in the Trust from such ---------- persons and on such terms and, subject to any requirements of law, for such consideration, which may consist of cash or tangible or intangible property or a combination thereof, as the Trustees or the Bylaws from time to time authorize. No Preemptive Rights -------------------- Section 4. Shareholders shall have no preemptive or other right to receive, ---------- purchase or subscribe for any additional Shares or other securities issued by the Trust. Derivative Claims ----------------- Section 5. No Shareholder shall have the right to bring or maintain any ---------- court action, proceeding or claim on behalf of the Trust or any series or class of Shares without first making demand on the Trustees requesting the Trustees to bring or maintain such Series action, proceeding or Class claim. Such demand shall not be excused under any circumstances, including claims of alleged interest on the part of the Trustees, unless the plaintiff makes a specific showing that irreparable nonmonetary injury to the Trust or series or class of Shares would otherwise result. Such demand shall be mailed to the Secretary of the Trust at the Trust's principal office and shall set forth with particularity the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the Shareholder to support the allegations made in the assets held demand. The Trustees shall consider such demand within 45 days of its receipt by the Trust. In their sole discretion, the Trustees may submit the matter to a vote of Shareholders of the Trust or a series or class of Shares, as appropriate. Any decision by the Trustees to bring, maintain or settle (or not to bring, maintain or settle) such court action, proceeding or claim, or to submit the matter to a vote of Shareholders, shall be binding upon the Shareholders. Any decision by the Trustees to bring or maintain a court action, proceeding or suit on behalf of the Trust or a series or class of Shares shall be subject to the right of the Shareholders under Article V hereof to vote on whether or not such court action, proceeding or suit should or should not be brought or maintained. Direct Claims ------------- Section 6. No group of Shareholders shall have the right to bring or ---------- maintain a direct action or claim for monetary damages against the Trust or the Trustees predicated upon an express or implied right of action under this Declaration or the 1940 Act (excepting rights of action permitted under section 36(b) of the 1940 Act), nor shall any single Shareholder, who is similarly situated to one or more other Shareholders with respect to the Trust alleged injury, have the right to bring such an action, unless such group of Shareholders or such Series or ClassShareholder has obtained authorization from the Trustees to bring the action. The requirement of authorization shall not be excused under any circumstances, (5) to classify or reclassify any unissued Shares including claims of any Series or Class into one or more Series or Classes (whether alleged interest on the Shares to be classified or reclassified are issued and outstanding or unissued and whether such Shares constitute part or all of the Shares Trustees. A request for authorization shall be mailed to the Secretary of the Trust at the Trust's principal office and shall set forth with particularity the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the group of Shareholders or Shareholder to support the allegations made in the request. The Trustees shall consider such request within 45 days of its receipt by the Trust. In their sole discretion, the Trustees may submit the matter to a vote of Shareholders of the Trust or series or class of Shares, as appropriate. Any decision by the Trustees to settle or to authorize (or not to settle or not to authorize) such Series court action, proceeding or Class)claim, (6) or to abolish any one submit the matter to a vote of Shareholders, shall be binding upon the group of Shareholders or more Series Shareholder seeking authorization. Any decision by the Trustees to authorize a court action, proceeding or Classes, (7) to issue Shares to acquire other assets (including assets suit by a group of Shareholders shall be 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 right of the Trustees may deem desirable. Shares held in the Trust’s treasury shall Shareholders under Article V hereof to vote on whether or not confer any voting rights on the Trustees and shall such court action, proceeding or suit should or should not be entitled to any dividends brought or other distributions declared with respect to the Sharesmaintained.

Shares. All references to Shares in this Declaration Division of Trust shall be deemed to be Beneficial Interest ------------------------------- Section 1. The Shares of the Trust and any shall be issued in one or all Series or Classes, more series --------- as the context Trustees may, without Shareholder approval, authorize. The Trustees may, without Shareholder approval, divide the Shares of any series into two or more classes, Shares of each such class having such preferences or special or relative rights or privileges (including conversion rights, if any) as the Trustees may requiredetermine and as are not inconsistent with any provision of this Declaration of Trust. All provisions herein relating to the Trust Each series shall apply equally to each Series be preferred over all other series in respect of the Trust and each Class, except as context otherwise requiresassets allocated to that series. The beneficial interest in each Series series shall at all times be divided into Shares Shares, without par value unless the Trustees specify otherwise, each of one which shall, except as the Trustees may otherwise authorize in the case of any series that is divided into two or more Classesclasses, represent an equal proportionate interest in the series with each other Share of the same series, none having priority or preference over another. The number of Shares of each Series and Class authorized shall be unlimited, and each Share shall have no par value. All the Shares issued hereunder, including Shares issued so authorized may be represented in connection with a dividend or other distribution of Shares or a split or reverse split of Shares, shall be fully paid and nonassessablepart by fractional shares. The Trustees shall have full power and authority, in their sole discretion and without obtaining Shareholder approval, (1) may from time 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 (but the Trustees may not change Outstanding Shares in a manner materially adverse to the Shareholders of such Shares), (4) to time divide or combine the Shares of any Series series or Class class into a greater or lesser number without thereby materially changing the proportionate beneficial interest interests in the series or class. Ownership of a holder Shares ------------------- Section 2. The ownership of Shares shall be recorded on the books of the Shares of the --------- Trust or such Series its transfer or Class in similar agent. No certificates certifying the assets held with respect to the Trust or such Series or Class, (5) to classify or reclassify any unissued ownership of Shares of any Series or Class into one or more Series or Classes (whether the Shares to shall 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 except as the Trustees may deem desirableotherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent of the Trust, as the case may be, shall be conclusive as to who are the Shareholders of each series and class and as to the number of Shares of each series and class held from time to time by each Shareholder. Investments in the Trust’s treasury shall not confer any voting rights ; Assets of the Series ---------------------------------------------- Section 3. The Trustees may accept investments in the Trust from such --------- persons and on the Trustees and shall not be entitled such terms and, subject to any dividends requirements of law, for such consideration, which may consist of cash or other distributions declared tangible or intangible property or a combination thereof, as they from time to time authorize. When Shares have been issued for such consideration, such Shares shall be fully paid and nonassessable. All consideration received by the Trust for the issue or sale of Shares of each series, together with all income, earnings, profits and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation thereof, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to the series of Shares with respect to which the Sharessame were received by the Trust for all purposes, subject only to the rights of creditors, and shall be so handled upon the books of account of the Trust and are herein referred to as "assets of" such series.

Shares. All references to Shares The beneficial interest in this Declaration of the Trust shall be deemed divided into transferable Shares of the Trust, subject to be the limitations on transferability set forth in Section 4 of this Article V, or of one or more separate and distinct Series or Classes established by the Trustees. The Trustees may divide the Shares of the Trust and or 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 the Trust and of each Series and Class shall be unlimited, is unlimited and each Share shall have no par valuevalue per Share or such other amount of par value as the Trustees may establish. All Shares issued hereunder, including Shares issued in connection with a dividend or other distribution of Shares or a split or reverse split of Shares, hereunder shall be fully paid and nonassessable. Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust. 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 the Trust or of any Series or Class Classes with such preferences, rights upon liquidation, redemption rights, terms of conversion, voting powers, rights, privileges, and business purpose or investment objective other rights and privileges as the Trustees may determine (but the Trustees may not change Outstanding Shares in a manner materially adverse to the Shareholders of such Shares), (4) ; to divide or combine the Shares of the Trust or of any Series or Class Classes 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) number; to classify or reclassify any unissued Shares of the Trust or of any Series or Class Classes 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) Shares; to abolish any one or more Series or Classes, (7) Classes of Shares; to issue Shares to acquire other assets (including assets subject to, and in connection with, the assumption of liabilities) and businesses 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. Unless otherwise designated by the Trustees in the By-Laws or resolutions establishing a Series or Class, the purchase price, the method of determining the net asset value, and the relative liquidation, voting, dividend and other rights and preferences of holders of Shares of the Trust or any Series or Class shall be as set out in the Trust's Registration Statement on Form N-2 under the Securities Act of 1933 and/or the 1940 Act relating to the issuance of such Shares. Except as otherwise provided with respect to a specific Series or Class, each Share of the Trust or any Series shall represent an equal beneficial interest in the net assets of the Trust or such Series.

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 the Trust shall be divided into Shares of one or more Classes. The number of Shares of each Series and Class shall be unlimitedShares, and each Share shall have no all without par value. All Shares issued hereunder, including Shares issued in connection with a dividend or other distribution of Shares or a split or reverse split of Shares, shall be fully paid and nonassessable. The Trustees shall have full power and authority, in their sole discretion and without obtaining Shareholder approval, (1) the authority from time to time to issue original or additional reissue Shares at such times in one or more Series of Shares (including without limitation the Series specifically established and on such terms and conditions designated in Section 4.2), as they deem appropriatenecessary or desirable, (2) to issue fractional Shares and Shares held in the Trust’s treasury, (3) to establish and designate such Series, and to change fix and determine the relative rights and preferences as between the different Series of Shares as to right of redemption and the price, terms and manner of redemption, special and relative rights as to dividends and other distributions and on liquidation, sinking or purchase fund provisions, conversion rights, and conditions under which the several Series shall have separate voting rights or no voting rights. The Shares of each Series may be issued or reissued from time to time in one or more Classes, as determined by the Board of Trustees pursuant to resolution. Each Class shall be appropriately designated, prior to the issuance of any manner shares thereof, by some distinguishing letter, number or title. All Shares within a Class shall be alike in every particular. All Shares of each Series shall be of equal rank and have the same powers, preferences and rights, and shall be subject to the same qualifications, limitations and restrictions without distinction between the shares of different Classes thereof, except with respect to such differences among such Classes, as the Board of Trustees shall from time to time determine to be necessary or desirable, including differences in the rate or rates of dividends or distributions. The Board of Trustees may from time to time increase the number of Shares allocated to any Class already created by providing that any unissued Shares of the applicable Series shall constitute part of such Class, or may decrease the number of Shares allocated to any Class already created by providing that any unissued Shares previously assigned to such Class shall no longer constitute part thereof. The Board of Trustees is hereby empowered to classify or reclassify from time to time any unissued Shares of each Series by fixing or altering the terms thereof and by assigning such unissued shares to an existing or newly created Class. Notwithstanding anything to the contrary in this paragraph the Board of Trustees is hereby empowered (i) to redesignate any issued Shares of any Series by assigning a distinguishing letter, number or Class with title to such preferences, terms of conversion, voting powers, rights, privileges, shares and business purpose or investment objective as the Trustees may determine (but the Trustees may not change Outstanding Shares in a manner materially adverse to the Shareholders of such Shares), (4ii) to divide reclassify all or combine any part of the issued Shares of any Series to make them part of an existing 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 newly created 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.

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 the Trust shall be divided into transferable Shares of one or more Classesseparate and distinct Series or Classes established by the Trustees. The number of Shares of each Series and Class shall be unlimited, is unlimited and each Share shall have no a par valuevalue of $0.10 per Share or such other amount as the Trustees may establish. All Shares issued hereunder, including Shares issued in connection with a dividend or other distribution of Shares or a split or reverse split of Shares, hereunder shall be fully paid and nonassessable. Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust. The Trustees shall have full power and authority, in their sole discretion and without obtaining Shareholder approvalapproval unless otherwise required by applicable federal law, (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 treasury of the Trust’s treasury, (3) ; to establish and to change in any manner Shares of any Series or Class Classes with such preferences, terms of exchange or conversion, voting powers, rights, privileges, rights and business purpose or investment objective privileges as the Trustees may determine (but the Trustees may not change Outstanding Shares in a manner materially adverse to the Shareholders of such Shares), (4) ; to divide or combine the Shares of any Series or Class Classes 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) number; to classify or reclassify any issued or unissued Shares of any Series or Class Classes 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) Classes of Shares; to issue Shares to acquire other assets (including assets subject to, and in connection with, the assumption of liabilities) and businesses 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 of the Trust 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.

Shares. All references to Shares in this Declaration Division 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 requiresBeneficial Interest ------------------------------- Section 1. The beneficial interest in each Series shall Trustees may, without Shareholder approval, authorize one or --------- more classes of Shares (which classes may be divided into two or more series), Shares of one each such class or more Classesseries having such par value and such preferences, voting powers, terms of redemption, if any, and special or relative rights or privileges (including conversion rights, if any) as the Trustees may determine. Subject to applicable law, the Trustees may, without Shareholder approval, authorize the Trust to issue subscription or other rights representing interests in Shares to existing Shareholders or other persons subject to such terms and conditions as the Trustees may determine. The number of Shares of each Series and Class class or series authorized shall be unlimited, except as the Bylaws may otherwise provide, and each Share shall have no par value. All the Shares issued hereunder, including Shares issued so authorized may be represented in connection with a dividend or other distribution of Shares or a split or reverse split of Shares, shall be fully paid and nonassessablepart by fractional shares. The Trustees shall have full power and authority, in their sole discretion and without obtaining Shareholder approval, (1) may from time 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 (but the Trustees may not change Outstanding Shares in a manner materially adverse to the Shareholders of such Shares), (4) to time divide or combine the Shares of any Series class or Class series into a greater or lesser number without thereby materially changing the proportionate beneficial interest in the class or series. Ownership of a holder Shares ------------------- Section 2. The ownership of Shares shall be recorded on the books of the --------- Trust or a transfer or similar agent. Except as provided in the Bylaws or as the Trustees may otherwise determine from time to time, no certificates certifying the ownership of Shares shall be issued. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to who are the Shareholders of each class and series and as to the number of Shares of each class and series held from time to time by each Shareholder. Investments in the Trust ------------------------ Section 3. The Trustees shall accept investments in the Trust from such --------- persons and on such terms and, subject to any requirements of law, for such consideration, which may consist of cash or tangible or intangible property or a combination thereof, as the Trustees or the Bylaws from time to time authorize. No Preemptive Rights -------------------- Section 4. Shareholders shall have no preemptive or other right to receive, --------- purchase or subscribe for any additional Shares or other securities issued by the Trust. Derivative Claims ----------------- Section 5. No Shareholder shall have the right to bring or maintain any --------- court action, proceeding or claim on behalf of the Trust or any series or class of Shares without first making demand on the Trustees requesting the Trustees to bring or maintain such Series action, proceeding or Class claim. Such demand shall not be excused under any circumstances, including claims of alleged interest on the part of the Trustees, unless the plaintiff makes a specific showing that irreparable nonmonetary injury to the Trust or series or class of Shares would otherwise result. Such demand shall be mailed to the Secretary of the Trust at the Trust's principal office and shall set forth with particularity the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the Shareholder to support the allegations made in the assets held demand. The Trustees shall consider such demand within 45 days of its receipt by the Trust. In their sole discretion, the Trustees may submit the matter to a vote of Shareholders of the Trust or a series or class of Shares, as appropriate. Any decision by the Trustees to bring, maintain or settle (or not to bring, maintain or settle) such court action, proceeding or claim, or to submit the matter to a vote of Shareholders, shall be binding upon the Shareholders. Any decision by the Trustees to bring or maintain a court action, proceeding or suit on behalf of the Trust or a series or class of Shares shall be subject to the right of the Shareholders under Article V hereof to vote on whether or not such court action, proceeding or suit should or should not be brought or maintained. Direct Claims ------------- Section 6. No group of Shareholders shall have the right to bring or ----------- maintain a direct action or claim for monetary damages against the Trust or the Trustees predicated upon an express or implied right of action under this Declaration or the 1940 Act (excepting rights of action permitted under section 36(b) of the 1940 Act), nor shall any single Shareholder, who is similarly situated to one or more other Shareholders with respect to the Trust alleged injury, have the right to bring such an action, unless such group of Shareholders or such Series or ClassShareholder has obtained authorization from the Trustees to bring the action. The requirement of authorization shall not be excused under any circumstances, (5) to classify or reclassify any unissued Shares including claims of any Series or Class into one or more Series or Classes (whether alleged interest on the Shares to be classified or reclassified are issued and outstanding or unissued and whether such Shares constitute part or all of the Shares Trustees. A request for authorization shall be mailed to the Secretary of the Trust at the Trust's principal office and shall set forth with particularity the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the group of Shareholders or Shareholder to support the allegations made in the request. The Trustees shall consider such request within 45 days of its receipt by the Trust. In their sole discretion, the Trustees may submit the matter to a vote of Shareholders of the Trust or series or class of Shares, as appropriate. Any decision by the Trustees to settle or to authorize (or not to settle or not to authorize) such Series court action, proceeding or Class)claim, (6) or to abolish any one submit the matter to a vote of Shareholders, shall be binding upon the group of Shareholders or more Series Shareholder seeking authorization. Any decision by the Trustees to authorize a court action, proceeding or Classes, (7) to issue Shares to acquire other assets (including assets suit by a group of Shareholders shall be 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 right of the Trustees may deem desirable. Shares held in the Trust’s treasury shall Shareholders under Article V hereof to vote on whether or not confer any voting rights on the Trustees and shall such court action, proceeding or suit should or should not be entitled to any dividends brought or other distributions declared with respect to the Sharesmaintained.

Shares. All references to Shares The beneficial interest in this Declaration of the Trust shall be deemed to be divided into transferable 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 separate and distinct Classes established by the Trustees. The Trustees may divide the Shares of the Trust into Classes. The number of Shares of the Trust and of each Series Class is unlimited and the Trust is authorized to issue an unlimited number of Shares and upon the establishment of any Class as provided herein, the Trust shall be unlimitedauthorized to issue an unlimited number of Shares of each such Class, unless otherwise determined, and each subject to any conditions set forth, by the Trustees. Each Share shall have no par valuevalue per Share or such other amount of par value as the Trustees may establish. All Notwithstanding any other provision of this Declaration, including Section 8.2 of Article VIII, all Shares issued hereunder, including Shares issued in connection with a dividend or other distribution of Shares or a split or reverse split of Shares, hereunder shall be fully paid and nonassessablenon-assessable. Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust. The Trustees shall have full power and authority, in their sole discretion and without obtaining Shareholder approval, : (1a) to issue original or additional Shares at such times and on such terms and conditions as they deem appropriate, ; (2b) to issue fractional Shares and Shares held in the Trust’s treasury, ; (3c) to establish and to change in any manner Shares of the Trust or of any Series or Class Classes with such preferences, rights upon liquidation, redemption rights, terms of conversion, voting powers, rights, privileges, and business purpose or investment objective other rights and privileges as the Trustees may determine (but the Trustees may not change Outstanding outstanding Shares in a manner materially adverse to the Shareholders of such Shares), ; (4d) to divide or combine the Shares of the Trust or of any Series or Class Classes 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, number; (5e) to classify or reclassify any unissued Shares of the Trust or of any Series or Class Classes into one or more Series or Classes of Shares; (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), (6f) to abolish any one or more Series or Classes, Classes of Shares; (7g) to issue Shares to acquire other assets (including assets subject to, and in connection with, the assumption of liabilities) and businesses businesses; and (8) h) 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. Unless otherwise designated by the Trustees in the By-Laws or resolutions establishing a Class, the purchase price, the method of determining the net asset value, and the relative liquidation, voting, dividend and other rights and preferences of holders of Shares of the Trust or any Class shall be as set out in the Trust’s Registration Statement on Form N-2 under the Securities Act and/or the 1940 Act relating to the issuance of such Shares. Except as otherwise provided with respect to a specific Class, each Share of the Trust shall represent an equal beneficial interest in the net assets of the Trust.

Shares. All references Division of Beneficial Interest ------------------------------- Section 1. The Trustees may divided the beneficial interest in the Trust --------- into an unlimited number of Shares and authorize the issuance of Shares without prior Shareholder approval. Shares may be issued in series and, if so, Shares of any series will constitute units of beneficial interest in assets of the Trust specifically allocated to such series. Shares of the Trust, or any series thereof, shall have no par value; shall represent equal and proportionate interests in the Trust, or such series, with none having priority or preference over any other except as specifically set forth in this Declaration of Trust Article III: and shall be deemed to be transferable. Shares of the Trust or of any series may be divided into classes with Shares of any class being identical to those of any other class of the Trust or such series except insofar as the Trustees may, consistent with the 1940 Act and other applicable law, allocate certain expenses to particular classes of the Trust or a series thereof, and may provide for separate voting by holders of securities of a class on matters affecting solely that class as prescribed in Article V hereof. Ownership of Shares ------------------- Section 2. The ownership of Shares shall be recorded on the books of the --------- Trust or its transfer or similar agent. 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, the transfer of Shares and similar matters. The record books of the Trust as kept by the Trust or any transfer or all Series or Classessimilar agent of the Trust, as the context case may require. All provisions herein relating be, shall be conclusive as to who are the Shareholders of each series and as 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 held from time to time by each Shareholder. Investments in the Trust; Assets of the Series and Class shall be unlimited, and each Share shall have no par value. All Shares issued hereunder, including Shares issued in connection with a dividend or other distribution of Shares or a split or reverse split of Shares, shall be fully paid and nonassessable----------------------------------------------- Section 3. The Trustees may accept investments in the Trust from such --------- persons and on such terms and, subject to any requirements of law, for such consideration, which may consist of cash or tangible or intangible property or a combination thereof, as they may from time to time authorize. All consideration received by the Trust for the issue or sale of Shares of each series, together with all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation thereof, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall have full power irrevocably belong to the series of Shares with respect to which the same were received by the Trust for all purposes, subject only to the rights of creditors, and authorityshall be so recorded upon the books of account of the Trust and are herein referred to as "assets of" such series. In addition, any assets, income, earnings, profits, and proceeds thereof, funds, or payments which are not readily identifiable as belonging to any particular series shall be allocated by the Trustees between and among one or more of the series in such manner as they, in their sole discretion discretion, deem fair and without obtaining Shareholder approval, (1) to issue original or additional Shares at equitable. Each such times allocation shall be conclusive 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 (but the Trustees may not change Outstanding Shares in a manner materially adverse to binding upon the Shareholders of such Shares), (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 toseries for all purposes, and in connection withshall be referred to as assets belonging to that series. No Preemptive Rights -------------------- Section 4. Shareholders shall have no preemptive or other right to --------- receive, the assumption of liabilities) and businesses and (8) to take such purchase or subscribe for any additional Shares or other action with respect to the Shares as the Trustees may deem desirable. Shares held in securities issued by 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.

Shares. All references Division of Beneficial Interest ------------------------------- Section 1. The Trustees may divide the beneficial interest in the Trust --------- into an unlimited number of Shares and authorize the issuance of Shares without prior Shareholder approval. Shares may be issued in series and, if so, Shares of any series will constitute units of beneficial interest in assets of the Trust specifically allocated to Shares in this Declaration of Trust shall be deemed to be such series. Shares of the Trust and Trust, or any or all Series or Classesseries thereof, 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, shall represent equal and proportionate interests in the Trust, or such series, with none having priority or preference over any other except as specifically set forth in this Article III, and shall be transferable. All Shares issued hereunder, including any Shares issued in payment of dividends or other distributions or in connection with a dividend or other distribution of Shares or a split or reverse any split of Shares, shall be fully paid and nonassessablenon-assessable. Shares of the Trust or of any series may be issued in two or more classes, as the Trustees may, without Shareholder approval, authorize, and Shares of any class shall be identical to those of any other class of the Trust or such series except that, if the Trustees have authorized the issuance of Shares of any particular series in two or more classes, then such classes may, consistent with the 1940 Act, or pursuant to any exemptive order issued by the Commission and other applicable law, have such variations as to dividends, redemption charges, conversion, voting rights, net asset value, expenses borne by the class, and other matters as the Trustees shall have determined. The Trustees shall have full power and authoritymay from time to time, 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 (but the Trustees may not change Outstanding Shares in a manner materially adverse to the Shareholders of such Shares), (4) to divide or combine the Shares of any Series or Class a series into a greater or lesser number without thereby materially changing the their proportionate beneficial interest interests in assets allocated to such series. Ownership of Shares ------------------- Section 2. The ownership of Shares shall be recorded on the books of the --------- Trust or its transfer or similar agent. 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, the transfer of Shares and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent of the Trust, as the case may be, shall be conclusive as to who are the Shareholders of each series or class and as to the number of Shares of each series or class held from time to time by each Shareholder. Investments in the Trust; Assets of the Series ---------------------------------------------- Section 3. The Trustees may accept investments in the Trust from such --------- persons and on such terms and, subject to any requirements of law, for such consideration, which may consist of cash or tangible or intangible property or a combination thereof, as they may from time to time authorize. All consideration received by the Trust for the issue or sale of Shares of each series, together with all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation thereof, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to the series of Shares with respect to which the same were received by the Trust for all purposes, subject only to the rights of creditors, and shall be so recorded upon the books of account of the Trust and are herein referred to as "assets of" such series. In addition, any assets, income, earnings, profits, and proceeds thereof, funds, or payments which are not readily identifiable as belonging to any particular series shall be allocated by the Trustees between and among one or more of the series in such manner as they, in their sole discretion, deem fair and equitable. Each such allocation to any series shall be conclusive and binding upon the Shareholders of all series for all purposes, and shall be referred to as assets belonging to that series. No holder of Shares of any particular series shall have any claim on or right to any assets allocated or belonging to any other series. Establishment of Class or Series -------------------------------- Section 4. The establishment and designation of any class or series of --------- Shares shall be effective upon the adoption of a holder resolution by a majority of the Trustees (or of a committee thereof) setting forth such establishment and designation and the relative rights and preferences of the Shares of such class or series. Such establishment and designation shall not constitute an amendment to this Declaration of Trust, although the Trust Trustees may, at their option, set forth such establishment and designation in a written instrument signed by them 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 by an officer of the Trust. The Trustees (or a committee thereof) may by majority vote amend such establishment and designation. At any time, if no Shares are outstanding of the Trust a particular class 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, series previously so established and in connection withdesignated, the assumption of liabilitiesTrustees (or a committee thereof) may by majority vote abolish such class or series and businesses said establishment and (8) designation thereof. No Preemptive Rights -------------------- Section 5. Shareholders shall have no preemptive or other right to take such receive, purchase or subscribe for any additional Shares or other action with respect to securities issued by the Shares Trust, except as otherwise provided herein or as the Trustees may deem desirable. Shares held in the Trust’s treasury their sole discretion 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 Shareshave determined by resolution.

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 the Trust shall be divided into transferable Shares and any other equity securities issued pursuant to Article V, Section 7 of one or more Classesseparate and distinct Series or Classes established by the Trustees. The number of Shares of each Series and Class shall be unlimited, is unlimited and each Share shall have no par valuevalue per Share or such other amount as the Trustees may establish. The Trust is authorized to issue an unlimited number of Shares of each Series and Class unless otherwise determined, and subject to any conditions set forth, by the Trustees. All Shares issued hereunder, including Shares issued in connection with a dividend or other distribution of Shares or a split or reverse split of Shares, hereunder shall be fully paid and nonassessable. Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust. 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; to establish, (3) to establish and to classify or reclassify or otherwise change in any manner Shares of any Series or Class Classes with such preferences, rights upon liquidation, redemption rights, terms of conversion, voting powers, rights, privileges, and business purpose or investment objective other rights and privileges as the Trustees may determine (but the Trustees may not change the relative rights or preferences of one or more Classes or Series of Outstanding Shares if, in a manner the good faith judgment of the Continuing Trustees, such changes would materially adverse to the Shareholders of such Sharesand adversely affect them), (4) ; to divide or combine the Shares of any Series or Class Classes 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) number; to issue Shares to acquire other assets (including assets subject to, and in connection with, the assumption of liabilities) and businesses 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.

Shares. All references Division of Beneficial Interest ------------------------------- Section 1. The Trustees may divide the beneficial interest in the Trust --------- into an unlimited number of Shares and authorize the issuance of Shares without prior Shareholder approval. Shares may be issued in series and, if so, Shares of any series will constitute units of beneficial interest in assets of the Trust specifically allocated to Shares in this Declaration of Trust shall be deemed to be such series. Shares of the Trust and Trust, or any or all Series or Classesseries thereof, 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, shall represent equal and proportionate interests in the Trust, or such series, with none having priority or preference over any other except as specifically set forth in this Article III, and shall be transferable. All Shares issued hereunder, including any Shares issued in payment of dividends or other distributions or in connection with a dividend or other distribution of Shares or a split or reverse any split of Shares, shall be fully paid and nonassessablenon-assessable. Shares of the Trust or of any series may be issued in two or more classes, as the Trustees may, without Shareholder approval, authorize, and Shares of any class shall be identical to those of any other class of the Trust or such series except that, if the Trustees have authorized the issuance of Shares of any particular series in two or more classes, then such classes may, consistent with the 1940 Act, or pursuant to any exemptive order issued by the Commission and other applicable law, have such variations as to dividends, redemption charges, conversion, voting rights, net asset value, expenses borne by the class, and other matters as the Trustees shall have determined. The Trustees shall have full power and authoritymay from time to time, 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 (but the Trustees may not change Outstanding Shares in a manner materially adverse to the Shareholders of such Shares), (4) to divide or combine the Shares of any Series or Class a series into a greater or lesser number without thereby materially changing the their proportionate beneficial interest interests in assets allocated to such series. Ownership of a holder Shares ------------------- Section 2. The ownership of Shares shall be recorded on the books of the Shares of the --------- Trust or such Series its transfer or Class in similar agent. No certificates certifying the assets held with respect to the Trust or such Series or Class, (5) to classify or reclassify any unissued ownership of Shares of any Series or Class into one or more Series or Classes (whether the Shares to shall 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 except as the Trustees may deem desirableotherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares held in and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent of the Trust’s treasury , as the case may be, shall not confer any voting rights on be conclusive as to who are the Trustees Shareholders of each series or class and shall not be entitled to any dividends or other distributions declared with respect as to the Sharesnumber of Shares of each series or class held from time to time by each Shareholder.

Shares. All references to Shares The beneficial interest in this Declaration of the Trust shall be deemed to be divided into transferable 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 separate and distinct Classes established by the Trustees. The Trustees may divide the Shares of the Trust into Classes. The number of Shares of the Trust and of each Series Class is unlimited and the Trust is authorized to issue an unlimited number of Shares and upon the establishment of any Class as provided herein, the Trust shall be unlimitedauthorized to issue an unlimited number of Shares of each such Class, unless otherwise determined, and each subject to any conditions set forth, by the Trustees. Each Share shall have no a par valuevalue of $0.01 per Share or such other amount of par value as the Trustees may establish. All Notwithstanding any other provision of this Declaration, including Section 8.2 of Article VIII, all Shares issued hereunder, including Shares issued in connection with a dividend or other distribution of Shares or a split or reverse split of Shares, hereunder shall be fully paid and nonassessablenon-assessable. Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust. The Trustees shall have full power and authority, in their sole discretion and without obtaining Shareholder approval, : (1a) to issue original or additional Shares at such times and on such terms and conditions as they deem appropriate, ; (2b) to issue fractional Shares and Shares held in the Trust’s treasury, ; (3c) to establish and to change in any manner Shares of the Trust or of any Series or Class Classes with such preferences, rights upon liquidation, redemption rights, terms of conversion, voting powers, rights, privileges, and business purpose or investment objective other rights and privileges as the Trustees may determine (but the Trustees may not change Outstanding outstanding Shares in a manner materially adverse to the Shareholders of such Shares), ; (4d) to divide or combine the Shares of the Trust or of any Series or Class Classes 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, number; (5e) to classify or reclassify any unissued Shares of the Trust or of any Series or Class Classes into one or more Series or Classes of Shares; (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), (6f) to abolish any one or more Series or Classes, Classes of Shares; (7g) to issue Shares to acquire other assets (including assets subject to, and in connection with, the assumption of liabilities) and businesses businesses; and (8) h) 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. Unless otherwise designated by the Trustees in the By-Laws or resolutions establishing a Class, the purchase price, the method of determining the net asset value, and the relative liquidation, voting, dividend and other rights and preferences of holders of Shares of the Trust or any Class shall be as set out in the Trust’s Registration Statement on Form N-2 under the Securities Act and/or the 1940 Act relating to the issuance of such Shares. Except as otherwise provided with respect to a specific Class, each Share of the Trust shall represent an equal beneficial interest in the net assets of the Trust.

Shares. All references Division of Beneficial Interest ------------------------------- Section 1. The Trustees may divide the beneficial interest in the Trust --------- into an unlimited number of Shares and authorize the issuance of Shares without prior Shareholder approval. Shares may be issued in series and, if so, Shares of any series will constitute units of beneficial interest in assets of the Trust specifically allocated to Shares in this Declaration of Trust shall be deemed to be such series. Shares of the Trust and Trust, or any or all Series or Classesseries thereof, 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, shall represent equal and proportionate interests in the Trust, or such series, with none having priority or preference over any other except as specifically set forth in this Article III, and shall be transferable. All Shares issued hereunder, including any Shares issued in payment of dividends or other distributions or in connection with a dividend or other distribution of Shares or a split or reverse any split of Shares, shall be fully paid and nonassessablenon-assessable. Shares of the Trust or of any series may be issued in two or more classes, as the Trustees may, without Shareholder approval, authorize. Shares of any class shall be identical to those of any other class of the Trust or such series except that, if the Trustees have authorized the issuance of Shares of any particular series in two or more classes, then such classes may, consistent with the 1940 Act, or pursuant to any exemptive order issued by the Commission and other applicable law, have such variations as to dividends, redemption charges, conversion, voting rights, net asset value, expenses borne by the class, and other matters as the Trustees shall have determined. The Trustees shall have full power and authoritymay from time to time, 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 (but the Trustees may not change Outstanding Shares in a manner materially adverse to the Shareholders of such Shares), (4) to divide or combine the Shares of any Series or Class a series into a greater or lesser number without thereby materially changing the their proportionate beneficial interest interests in assets allocated to such series. Ownership of a holder Shares ------------------- Section 2. The ownership of Shares shall be recorded on the books of the Shares of the --------- Trust or such Series its transfer or Class in similar agent. No certificates certifying the assets held with respect to the Trust or such Series or Class, (5) to classify or reclassify any unissued ownership of Shares of any Series or Class into one or more Series or Classes (whether the Shares to shall 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 except as the Trustees may deem desirableotherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares held in and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent of the Trust’s treasury , as the case may be, shall not confer any voting rights on be conclusive as to who are the Trustees Shareholders of each series or class and shall not be entitled to any dividends or other distributions declared with respect as to the Sharesnumber of Shares of each series or class held from time to time by each Shareholder.

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 the Trust shall be divided into Shares of one or more Series, Classes, or other subdivisions of Series or Classes, in accordance with Article IV, Section 1 above. The number of Shares of the Trust and of each Series, Class, or other subdivision of a Series and Class shall be unlimitedor Class, is unlimited and each Share shall have no a par valuevalue of $0.001 per Share. All Shares issued hereunder, including Shares issued in connection with a dividend or other distribution of Shares or a split or reverse split of Shares, shall be fully paid and nonassessable. The Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust. Notwithstanding anything to the contrary contained in this Trust Instrument, the Trustees shall have full power and authority, in their sole discretion and without obtaining Shareholder approval, (1) : to issue original or additional Shares and fractional 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, Class, or other subdivision of any Series or Class Class, with such preferences, terms of conversion, voting powers, rights, privileges, rights and business purpose or investment objective privileges as the Trustees may determine (but the Trustees may not change Outstanding Shares in a manner materially adverse to the Shareholders of such Shares), (4) ; to divide or combine the Shares of any Series, Class, or other subdivision of any Series or Class 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) number; to classify or reclassify any unissued Shares of any Series, Class, or other subdivision of any Series or Class Class, into Shares of one or more Series, Classes, or other subdivisions of Series or Classes (whether the Shares Classes; to be classified or reclassified are issued and outstanding or unissued and whether such Shares constitute part or all of the abolish Shares of the Trust or such Series or Class), (6) to abolish any one or more Series, Class, or other subdivision of any Series or Classes, (7) Class; to issue Shares to acquire other assets (including assets subject to, and in connection with, the assumption of liabilities) and businesses 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."

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 the Trust shall be divided into transferable Shares of one or more Classesseparate and distinct Series or Classes established by the Trustees. The number of Shares of each Series and Class shall be unlimited, is unlimited and each Share shall have no a par valuevalue of $0.001 per Share or such other amount as the Trustees may establish. All Shares issued hereunder, including including, without limitation, Shares issued in connection with a dividend or other distribution of in Shares or a split or reverse split of Shares, shall be fully paid and nonassessable. The Except as otherwise provided by 14 18 the Trustees, Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust. Subject to the further provisions of this Article V and any applicable requirements of the 1940 Act, 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) Shares; to establish and to change in any manner Shares of any Series or Class Classes with such preferences, terms of conversion, voting powers, rights, privileges, rights and business purpose or investment objective privileges as the Trustees may determine (but the Trustees may not change Outstanding Shares in a manner materially adverse to the Shareholders of such Shares), (4) ; to divide or combine the Shares of any Series or Class Classes 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) number; to classify or reclassify any unissued Shares of any Series or Class Classes 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) Shares; to abolish any one or more Series or Classes, (7) Classes of Shares; to issue Shares to acquire other assets (including assets subject to, and in connection with, the assumption of liabilities) and businesses 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.