NAME OF REGISTRANT: FRANKLIN GOLD AND PRECIOUS METALS FUND File No. 811-01700 EXHIBIT ITEM: Copies of any material amendments to the registrant's charter or by-laws AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of FRANKLIN GOLD AND PRECIOUS METALS FUND a Delaware Statutory Trust (Original Agreement and Declaration of Trust was adopted November 16, 1999; Amended and Restated Agreement and Declaration of Trust was adopted May 21, 2007; current Amended and Restated Agreement and Declaration of Trust adopted May 18, 2018.) TABLE OF CONTENTS Page Article I	NAME; OFFICES; REGISTERED AGENT; DEFINITIONS	2 Section 1.	Name	2 Section 2.	Offices of the Trust	2 Section 3.	Registered Agent and Registered Office	2 Section 4.	Definitions	2 Article II	PURPOSE OF TRUST	4 Article III	SHARES	8 Section 1.	Division of Beneficial Interest	8 Section 2.	Ownership of Shares	9 Section 3.	Sale of Shares	9 Section 4.	Status of Shares and Limitation of Personal Liability	10 Section 5.	Power of Board of Trustees to Make Tax Status Election	10 Section 6.	Establishment and Designation of Series and Classes	10 Section 7.	Indemnification of Shareholders	14 Article IV	THE BOARD OF TRUSTEES	14 Section 1.	Number, Election, Term, Removal and Resignation	14 Section 2.	Trustee Action by Written Consent Without a Meeting	15 Section 3.	Powers; Other Business Interests; Quorum and Required 		Vote 16 Section 4.	Payment of Expenses by the Trust	18 Section 5.	Payment of Expenses by Shareholders	18 Section 6.	Ownership of Trust Property	18 Section 7.	Service Contracts	19 Article V	SHAREHOLDERS' VOTING POWERS AND MEETINGS	20 Section 1.	Voting Powers	20 Section 2.	Quorum and Required Vote	20 Section 3.	Shareholder Action by Written Consent Without a Meeting	21 Section 4.	Record Dates	21 Section 5.	Additional Provisions	22 Article VI	NET ASSET VALUE; DISTRIBUTIONS; REDEMPTIONS; TRANSFERS	23 Section 1.	Determination of Net Asset Value, Net Income and Distributions	23 Section 2.	Redemptions at the Option of a Shareholder	25 Section 3.	Redemptions at the Option of the Trust	26 Section 4.	Transfer of Shares	26 Article VII	LIMITATION OF LIABILITY AND INDEMNIFICATION OF AGENT	27 Section 1.	Limitation of Liability	27 Section 2.	Indemnification	28 Section 3.	Insurance	29 Section 4.	Derivative Actions	30 Section 5.	Jurisdiction and Waiver of Jury Trial	30 Article VIII	CERTAIN TRANSACTIONS	31 Section 1.	Dissolution of Trust or Series	31 Section 2.	Merger or Consolidation; Conversion; Reorganization	32 Section 3.	Master Feeder Structure	34 Section 4.	Absence of Appraisal or Dissenters' Rights	34 Article IX	AMENDMENTS	34 Section 1.	Amendments Generally	34 Article X	MISCELLANEOUS	35 Section 1.	References; Headings; Counterparts	35 Section 2.	Applicable Law	35 Section 3.	Provisions in Conflict with Law or Regulations	36 Section 4.	Statutory Trust Only	36 Section 5.	Use of the Names "Franklin," "Templeton," "Fiduciary Trust, and/or "Institutional Fiduciary Trust"	36 AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF FRANKLIN GOLD AND PRECIOUS METALS FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of this 18th day of May, 2018, by the Trustees hereunder. WITNESSETH: WHEREAS Franklin Gold and Precious Metals Fund (the "Trust") was formed on November 16, 1999 under the name "Franklin Gold and Precious Metals Fund" by its Trustees by the filing of the Certificate of Trust with the Office of the Secretary of State of the State of Delaware pursuant to an Agreement and Declaration of Trust dated as of November 16, 1999 (the "Original Declaration of Trust"); and WHEREAS this Trust has been formed to carry on the business of an open-end management investment company as defined in the 1940 Act; and WHEREAS this Trust is authorized to divide its Shares into two or more Classes, to issue its Shares in separate Series, to divide Shares of any Series into two or more Classes and to issue Classes of the Trust or the Series, if any, all in accordance with the provisions hereinafter set forth; andWHEREAS the Trustees have agreed to manage all property coming into their hands as trustees of a Delaware statutory trust in accordance with the provisions of the Delaware Statutory Trust Act, as amended from time to time, and the provisions hereinafter set forth; NOW, THEREFORE, the Trustees hereby declare that: (i)	all cash, securities and other assets that the Trust may from time to time acquire in any manner shall be managed and disposed of upon the following terms and conditions as hereinafter set forth; and (ii)	this Declaration of Trust and the By-Laws shall be binding in accordance with their terms on every Trustee, by virtue of having become a Trustee of the Trust, and on every Shareholder, by virtue of having become a Shareholder of the Trust, pursuant to the terms of this Declaration of Trust and the By-Laws. ARTICLE I NAME; OFFICES; REGISTERED AGENT; DEFINITIONS Section 1.	Name. This Trust shall be known as "Franklin Gold and 		Precious Metals Fund" and the Board of Trustees shall conduct the 	 	business of the Trust under that name, or any other name as it may 		from time to time designate. The Trustees may, without Shareholder 		approval, change the name of the Trust or any Series or Class. 		Any name change of any Series or Class shall become effective 		upon approval by the Trustees of such change or any document 		(including any registration statement) reflecting such change, or 		at such later time as may be approved by the Trustees. Any name 		change of the Trust shall become effective upon the filing of a 		certificate of amendment under the DSTA reflecting such change, 		or at such later time specified in such certificate of amendment. 		Any such action shall have the status of an amendment to this 		Declaration of Trust. In the event of any name change, the 		Trustees shall cause notice to be given to the affected 		Shareholders within a reasonable time after the implementation of 		such change, which notice will be deemed given if the changed name 		is reflected in any registration statement.The Trust shall 		constitute a Delaware statutory trust in accordance with the DSTA. Section 2.	Offices of the Trust. The Board may at any time establish 		offices of the Trust at any place or places where the Trust 		intends to do business. Section 3.	Registered Agent and Registered Office. The name of the 		registered agent of the Trust and the address of the registered 		office of the Trust are as set forth in the Trust's Certificate 		of Trust. Section 4.	Definitions. Whenever used herein, unless otherwise required by the context or specifically provided: (a)	"1940 Act" shall mean the Investment Company Act of 1940 and the 	rules and regulations thereunder, all as adopted or amended from 	time to time; (b)	"Affiliate" shall have the same meaning as "affiliated person" 	as such term is defined in the 1940 Act when used with reference to 	 a specified Person, as defined below. (c)	"Board of Trustees" shall mean the governing body of the Trust, 	that is comprised of the number of Trustees of the Trust fixed 	from time to time pursuant to Article IV hereof, having the powers 	and duties set forth herein; (d)	"By-Laws" shall mean By-Laws of the Trust, as amended, restated 	or supplemented from time to time in accordance with Article VIII 	therein. Such By-Laws may contain any provision not inconsistent 	with applicable law or this Declaration of Trust, relating to the 	governance of the Trust; (e)	"Certificate of Trust" shall mean the certificate of trust of the 	Trust filed with the office of the Secretary of State of the State 	of Delaware as required under the DSTA to form the Trust, as such 	certificate shall be amended, restated or supplemented from time to 	time and filed with such office; (f)	"Class" shall mean each class of Shares of the Trust or of a 	Series of the Trust established and designated under and in 	accordance with the provisions of Article III hereof; (g)	"Code" shall mean the Internal Revenue Code of 1986 and the rules 	and regulations thereunder, all as adopted or amended from 	time to time; (h)	"Commission" shall have the meaning given that term in the 	1940 Act; (i)	"DSTA" shall mean the Delaware Statutory Trust Act 	(12 Del. C. 3801, et seq.), as amended from time to time; (j)	"Declaration of Trust" shall mean this Amended and Restated 	Agreement and Declaration of Trust, as amended, restated or 	supplemented from time to time; (k)	"General Liabilities" shall have the meaning given it in 	Article III, Section 6(b) of this Declaration of Trust; (l)	"Interested Person" shall have the meaning given that term in the 	 1940 Act; (m)	"Investment Adviser" or "Adviser" shall mean a Person, as defined 	 below, furnishing services to the Trust pursuant to any investment 	 advisory or investment management contract described in Article IV, 	 Section 7(a) hereof; (n)	"National Financial Emergency" shall mean the whole or any part 	of any period during (i) which an emergency exists as a result of 	which disposal by the Trust of securities or other assets owned by 	the Trust is not reasonably practicable; (ii) which it is not 	reasonably practicable for the Trust fairly to determine the net 	asset value of its assets; or (iii) such other period as the 	Commission may by order permit for the protection of investors; (o)	"Person" shall mean a natural person, partnership, limited 	partnership, limited liability company, trust, estate, association, 	corporation, organization, custodian, nominee or any other 	individual or entity in its own or any representative capacity, 	in each case, whether domestic or foreign, and a statutory trust or 	a foreign statutory or business trust; (p)	"Principal Underwriter" shall have the meaning given that term in 	 the 1940 Act; (q)	"Series" shall mean each Series of Shares established and 	designated under and in accordance with the provisions of 	Article III hereof; (r)	"Shares" shall mean the transferable shares of beneficial 	interest into which the beneficial interest in the Trust shall be 	divided from time to time, and shall include fractional and 	whole Shares; (s)	"Shareholder" shall mean a record owner of Shares pursuant 	to the By-Laws; (t)	"Trust" shall mean Franklin Gold and Precious Metals Fund, the 	Delaware statutory trust formed under the Original Declaration of 	Trust, as amended, and by filing of the Certificate of Trust with 	the office of the Secretary of State of the State of Delaware, and 	governed by this Declaration of Trust; (u)	"Trust Property" shall mean any and all property, real or 	personal, tangible or intangible, which is owned or held by or for 	the account of the Trust, or one or more of any Series thereof, 	including, without limitation, the rights referenced in Article X, 	Section 5 hereof; and (v)	"Trustee" or "Trustees" shall mean each Person who signs this 	Declaration of Trust as a trustee and all other Persons who may, 	from time to time, be duly elected or appointed, qualified and 	serving on the Board of Trustees in accordance with the provisions 	hereof and the By-Laws, so long as such signatory or other Person 	continues in office in accordance with the terms hereof and the 	By-Laws. Reference herein to a Trustee or the Trustees shall refer 	to such Person or Persons in such Person's or Persons' capacity as 	a trustee or trustees hereunder and under the By-Laws. ARTICLE II PURPOSE OF TRUST The purpose of the Trust is to conduct, operate and carry on the business of a registered management investment company registered under the 1940 Act, directly, or if one or more Series is established hereunder, through one or more Series, investing primarily in securities, and to exercise all of the powers, rights and privileges granted to, or conferred upon, a statutory trust formed under the DSTA, including, without limitation, the following powers: (a)	To hold, invest and reinvest its funds, and in connection 	therewith, to make any changes in the investment of the assets of 	the Trust, to hold part or all of its funds in cash, to hold cash 	uninvested, to subscribe for, invest in, reinvest in, purchase or 	otherwise acquire, own, hold, pledge, sell, assign, mortgage, 	transfer, exchange, distribute, write options on, lend or otherwise 	deal in or dispose of contracts for the future acquisition or 	delivery of fixed income or other securities, and securities or 	property of every nature and kind, including, without limitation, 	all types of bonds, debentures, stocks, shares, units of beneficial 	interest, preferred stocks, negotiable or non-negotiable instruments 	, obligations, evidences of indebtedness, money market instruments, 	certificates of deposit or indebtedness, bills, notes, mortgages, 	commercial paper, repurchase or reverse repurchase agreements, 	bankers' acceptances, finance paper, and any options, certificates, 	receipts, warrants, futures contracts or other instruments 	representing rights to receive, purchase or subscribe for the same, 	or evidencing or representing any other rights or interests therein 	or in any property or assets, and other securities of any kind, as 	the foregoing are issued, created, guaranteed, or sponsored by any 	and all Persons, including, without limitation, states, territories, 	and possessions of the United States and the District of Columbia 	and any political subdivision, agency, or instrumentality thereof, 	any foreign government or any political subdivision of the 	U.S. Government or any foreign government, or any international 	instrumentality, or by any bank or savings institution, or by any 	corporation or organization organized under the laws of the 	United States or of any state, territory, or possession thereof, 	or by any corporation or organization organized under any 	foreign law, or in "when issued" contracts for any such securities; (b)	To exercise any and all rights, powers and privileges with 	reference to or incident to ownership or interest, use and 	enjoyment of any of such securities and other instruments or 	property of every kind and description, including, but without 	limitation, the right, power and privilege to own, vote, hold, 	purchase, sell, negotiate, assign, exchange, lend, transfer, 	mortgage, hypothecate, lease, pledge or write options with respect 	to or otherwise deal with, dispose of, use, exercise or enjoy any 	rights, title, interest, powers or privileges under or with 	reference to any of such securities and other instruments or 	property, the right to consent and otherwise act with respect 	thereto, with power to designate one or more Persons, to exercise 	any of said rights, powers, and privileges in respect of any of said 	instruments, and to do any and all acts and things for the 	preservation, protection, improvement and enhancement in value of 	any of such securities and other instruments or property; (c)	To sell, exchange, lend, pledge, mortgage, hypothecate, lease or 	write options with respect to or otherwise deal in any property 	rights relating to any or all of the assets of the Trust or any 	Series, subject to any requirements of the 1940 Act; (d)	To vote or give assent, or exercise any rights of ownership, with 	respect to stock or other securities or property; and to execute 	and deliver proxies or powers of attorney to such Person or Persons 	as the Trustees shall deem proper, granting to such Person or 	Persons such power and discretion with relation to securities 	or property as the Trustees shall deem proper; (e)	To exercise powers and right of subscription or otherwise which 	in any manner arise out of ownership of securities and/or other 	property; (f)	To hold any security or property in a form not indicating that 	it is trust property, whether in bearer, unregistered or other 	negotiable form, or in its own name or in the name of a custodian 	or subcustodian or a nominee or nominees or otherwise or to 	authorize the custodian or a subcustodian or a nominee or nominees 	to deposit the same in a securities depository, subject in each case 	to proper safeguards according to the usual practice of investment 	companies or any rules or regulations applicable thereto; (g)	To consent to, or participate in, any plan for the 	reorganization, consolidation or merger of any corporation or issuer 	of any security which is held in the Trust; to consent to any 	contract, lease, mortgage, purchase or sale of property by such 	corporation or issuer; and to pay calls or subscriptions with 	respect to any security held in the Trust; (h)	To join with other security holders in acting through a committee 	,depositary, voting trustee or otherwise, and in that connection to 	deposit any security with, or transfer any security to, any such 	committee, depositary or trustee, and to delegate to them such power 	and authority with relation to any security 	(whether or not so deposited or transferred) as the Trustees shall 	deem proper, and to agree to pay, and to pay, such portion of the 	expenses and compensation of such committee, depositary or trustee 	as the Trustees shall deem proper; (i)	To compromise, arbitrate or otherwise adjust claims in favor of 	or against the Trust or any matter in controversy, including but not 	limited to claims for taxes; (j)	To enter into joint ventures, general or limited partnerships and 	any other combinations or associations; (k)	To endorse or guarantee the payment of any notes or other 	obligations of any Person; to make contracts of guaranty or 	suretyship, or otherwise assume liability for payment thereof; (l)	To purchase and pay for entirely out of Trust Property such 	insurance as the Board of Trustees may deem necessary or appropriate 	for the conduct of the business, including, without limitation, 	insurance policies insuring the assets of the Trust or payment of 	distributions and principal on its portfolio investments, and 	insurance policies insuring the Shareholders, Trustees, officers, 	employees, agents, Investment Advisers, Principal Underwriters, or 	independent contractors of the Trust, individually against all 	claims and liabilities of every nature arising by reason of holding 	Shares, holding, being or having held any such office or position, 	or by reason of any action alleged to have been taken or omitted by 	any such Person as Trustee, officer, employee, agent, Investment 	Adviser, Principal Underwriter, or independent contractor, to the 	fullest extent permitted by this Declaration of Trust, the By-Laws 	and by applicable law; (m)	To adopt, establish and carry out pension, profit-sharing, 	share bonus, share purchase, savings, thrift and other retirement, 	incentive and benefit plans, trusts and provisions, including the 	purchasing of life insurance and annuity contracts as a means of 	providing such retirement and other benefits, for any or all of the 	Trustees, officers, employees and agents of the Trust; (n)	To purchase or otherwise acquire, own, hold, sell, negotiate, 	exchange, assign, transfer, mortgage, pledge or otherwise deal with, 	dispose of, use, exercise or enjoy, property of all kinds; (o)	To buy, sell, mortgage, encumber, hold, own, exchange, rent or 	otherwise acquire and dispose of, and to develop, improve, manage, 	subdivide, and generally to deal and trade in real property, 	improved and unimproved, and wheresoever situated; and to build, 	erect, construct, alter and maintain buildings, structures, and 	other improvements on real property; (p)	To borrow or raise moneys for any of the purposes of the Trust, 	and to mortgage or pledge the whole or any part of the property 	and franchises of the Trust, real, personal, and mixed, tangible 	or intangible, and wheresoever situated; (q)	To enter into, make and perform contracts and undertakings of 	every kind for any lawful purpose, without limit as to amount; (r)	To issue, purchase, sell and transfer, reacquire, hold, trade and 	deal in stocks, Shares, bonds, debentures and other securities, 	instruments or other property of the Trust, from time to time, 	to such extent as the Board of Trustees shall, consistent with the 	provisions of this Declaration of Trust, determine; and to 	re-acquire and redeem, from time to time, its Shares or, if any, 	its bonds, debentures and other securities; (s)	To engage in and to prosecute, defend, compromise, abandon, 	or adjust, by arbitration, or otherwise, any actions, suits, 	proceedings, disputes, claims, and demands relating to the Trust, 	and out of the assets of the Trust to pay or to satisfy any debts, 	claims or expenses incurred in connection therewith, including those 	 of litigation, and such power shall include without limitation the 	power of the Trustees or any appropriate committee thereof, in the 	exercise of their or its good faith business judgment, to dismiss 	any action, suit, proceeding, dispute, claim, or demand, derivative 	 or otherwise, brought by any Person, including a Shareholder in the 	 Shareholder's own name or the name of the Trust, whether or not the 	 Trust or any of the Trustees may be named individually therein or 	 the subject matter arises by reason of business for or on behalf 	of the Trust; (t)	To exercise and enjoy, in Delaware and in any other states, 	territories, districts and United States dependencies and in foreign 	 countries, all of the foregoing powers, rights and privileges, and 	 the enumeration of the foregoing powers shall not be deemed to 	exclude any powers, rights or privileges so granted or conferred; 	and (u)	In general, to carry on any other business in connection with or 	 incidental to its trust purposes, to do everything necessary, 	suitable or proper for the accomplishment of such purposes or for 	the attainment of any object or the furtherance of any power 	hereinbefore set forth, either alone or in association with others, 	 and to do every other act or thing incidental or appurtenant to, 	or growing out of, or connected with, its business or purposes, 	objects or powers. The Trust shall not be limited to investing in obligations maturing before the possible dissolution of the Trust or one or more of its Series. Neither the Trust nor the Board of Trustees shall be required to obtain any court order to deal with any assets of the Trust or take any other action hereunder. The foregoing clauses shall each be construed as purposes, objects and powers, and it is hereby expressly provided that the foregoing enumeration of specific purposes, objects and powers shall not be held to limit or restrict in any manner the powers of the Trust, and that they are in furtherance of, and in addition to, and not in limitation of, the general powers conferred upon the Trust by the DSTA and the other laws of the State of Delaware or otherwise; nor shall the enumeration of one thing be deemed to exclude another, although it be of like nature, not expressed. ARTICLE III SHARES Section 1.	Division of Beneficial Interest. (a)	The beneficial interest in the Trust shall be divided into Shares 	, each Share without a par value. The number of Shares in the Trust 	 authorized hereunder, and of each Series and Class as may be 	established from time to time, is unlimited. The Board of Trustees 	may authorize the division of Shares into separate Classes of Shares 	 and into separate and distinct Series of Shares and the division of 	 any Series into separate Classes of Shares in accordance with the 	1940 Act. The different Series and Classes shall be established and 	 designated pursuant to Article III, Section 6 hereof. If no 	separate Series or Classes of Series shall be established, the 	Shares shall have the rights, powers and duties provided for herein 	and in Article III, Section 6 hereof to the extent relevant and not 	otherwise provided for herein, and all references to Series and 	Classes shall be construed (as the context may require) to refer to 	the Trust. 	The fact that the Trust shall have one or more established and 	designated Classes of the Trust, shall not limit the authority of 	the Board of Trustees to establish and designate additional Classes 	of the Trust. The fact that one or more Classes of the Trust shall 	have initially been established and designated without any specific 	establishment or designation of a Series (i.e., that all Shares of 	the Trust are initially Shares of one or more Classes) shall not 	limit the authority of the Board of Trustees to later establish and 	designate a Series and establish and designate the Class or Classes 	of the Trust as Class or Classes, respectively, of such Series. 	The fact that a Series shall have initially been established and 	designated without any specific establishment or designation of 	Classes (i.e., that all Shares of such Series are initially of a 	single Class) shall not limit the authority of the Board of Trustees 	 to establish and designate separate Classes of said Series. The 	fact that a Series shall have more than one established and 	designated Class, shall not limit the authority of the Board of 	Trustees to establish and designate additional Classes of said 	Series. (b)	The Board of Trustees shall have the power to issue authorized, 	but unissued Shares of the Trust, or any Series and Class thereof, 	from time to time for such consideration paid wholly or partly in 	cash, securities or other property, as may be determined from time 	to time by the Board of Trustees, subject to any requirements or 	limitations of the 1940 Act. The Board of Trustees, on behalf of 	the Trust, may acquire and hold as treasury shares, reissue for 	such consideration and on such terms as it may determine, or cancel, 	 at its discretion from time to time, any Shares reacquired by the 	Trust. The Board of Trustees may classify, reclassify or convert 	any unissued Shares or any Shares of the Trust or any Series or 	Class thereof, that were previously issued and are reacquired, into 	one or more Series or Classes that may be established and designated 	 from time to time and, in connection therewith, cause some or all 	of the Shareholders of the Trust, such Series or Class to become 	Shareholders of such other Series or Class. 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. (c)	Subject to the provisions of Section 6 of this Article III, each 	Share shall entitle the holder to voting rights as provided in 	Article V hereof. Shareholders shall have no preemptive or other 	right to subscribe for new or additional authorized, but unissued 	Shares or other securities issued by the Trust or any Series 	thereof. The Board of Trustees may from time to time divide or 	combine the Shares of the Trust or any particular Series thereof 	into a greater or lesser number of Shares of the Trust or that 	Series, respectively. Such division or combination shall not 	materially change the proportionate beneficial interests of the 	holders of Shares of the Trust or that Series, as the case may be, 	in the Trust Property at the time of such division or combination 	that is held with respect to the Trust or that Series, as the case 	may be. (d)	Any Trustee, officer or other agent of the Trust, and any 	organization in which any such Person has an economic or other 	interest, may acquire, own, hold and dispose of Shares in the Trust 	 or any Series and Class thereof, whether such Shares are authorized 	 but unissued, or already outstanding, to the same extent as if such 	 Person were not a Trustee, officer or other agent of the Trust; and 	 the Trust or any Series may issue and sell and may purchase such 	Shares from any such Person or any such organization, subject to the 	 limitations, restrictions or other provisions applicable to the 	sale or purchase of such Shares herein and the 1940 Act. Section 2.	Ownership of Shares. The ownership of Shares shall be 		recorded on the books of the Trust kept by the Trust or by a 		transfer or similar agent for the Trust, which books shall be 		maintained separately for the Shares of the Trust and each Series 		and each Class thereof that has been established and designated. 		No certificates certifying the ownership of Shares shall be issued 		except as the Board of Trustees may otherwise determine from time 		to time. The Board of Trustees may make such rules not 		inconsistent with the provisions of the 1940 Act as it considers 		appropriate for the issuance of Share certificates, the transfer 		of Shares of the Trust and each Series and Class thereof, if any, 		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 the Trust and each 		Series and Class thereof and as to the number of Shares of the 		Trust and each Series and Class thereof held from time to time by 		each such Shareholder. Section 3.	Sale of Shares. Subject to the 1940 Act and applicable 		law, the Trust may sell its authorized but unissued Shares to such 		 Persons, at such times, on such terms, and for such consideration 		as the Board of Trustees may from time to time authorize. Each 		sale shall be credited to the individual purchaser's account in the 		 form of full or fractional Shares of the Trust or such Series 		thereof (and Class thereof, if any), as the purchaser may select, 		at the net asset value per Share, subject to Section 22 of the 		1940 Act, and the rules and regulations adopted thereunder; 		provided, however, that the Board of Trustees may, in its sole 		discretion, permit the Principal Underwriter to impose a sales 		charge upon any such sale. Every Shareholder by virtue of having 		become a Shareholder shall be bound by the terms of this 		Declaration of Trust. Ownership of Shares shall not make any 		Shareholder a third-party beneficiary of any contract entered into 		by the Trust or any Series. Section 4.	Status of Shares and Limitation of Personal Liability. 		Shares shall be deemed to be personal property giving to 		Shareholders only the rights provided in this Declaration of Trust, 		 the By-Laws, and under applicable law. Ownership of Shares shall 		 not entitle the Shareholder to any title in or to the whole or any 		 part of the Trust Property or right to call for a partition or 		division of the same or for an accounting, nor shall the ownership 		of Shares constitute the Shareholders as partners. Subject to 		Article VIII, Section 1 hereof, the death, incapacity, dissolution, 		 termination, or bankruptcy of a Shareholder during the existence 		of the Trust and any Series thereof shall not operate to dissolve 		the Trust or any such Series, nor entitle the representative of any 		 deceased, incapacitated, dissolved, terminated or bankrupt 		Shareholder to an accounting or to take any action in court or 		elsewhere against the Trust, the Trustees or any such Series, but 		entitles such representative only to the rights of said deceased, 		incapacitated, dissolved, terminated or bankrupt Shareholder under 		this Declaration of Trust. Neither the Trust nor the Trustees, nor 		 any officer, employee or agent of the Trust, shall have any power 		to bind personally any Shareholder, nor, except as specifically 		provided herein, to call upon any Shareholder for the payment of 		any sum of money other than such as the Shareholder may at any time 		 personally agree to pay. Each Share, when issued on the terms 		determined by the Board of Trustees, shall be fully paid and 		nonassessable. As provided in the DSTA, Shareholders shall be 		entitled to the same limitation of personal liability as that 		extended to stockholders of a private corporation organized for 		profit under the General Corporation Law of the State of Delaware. Section 5.	Power of Board of Trustees to Make Tax Status Election. 		The Board of Trustees shall have the power, in its discretion, to 		make such elections as to the tax status of the Trust and any 		Series as may be permitted or required under the Code, without the 		vote of any Shareholder. Section 6.	Establishment and Designation of Series and Classes. 		The establishment and designation of any Series or Class shall be 		effective, without the requirement of Shareholder approval, upon 		the adoption of a resolution by not less than a majority of the 		then Board of Trustees, which resolution shall set forth such 		establishment and designation whether directly in such resolutions 		or by reference to, or approval of, another document that sets 		forth the designation or otherwise identifies such Series or Class, 		 including any registration statement of the Trust and any 		amendment of this Declaration of Trust, and may provide, to the 		extent permitted by the DSTA, for rights, powers and duties of such 		 Series or Class (including variations in the relative rights and 		preferences as between the different Series and Classes) otherwise 		than as provided herein. Any action that may be taken by the Board 		 of Trustees with respect to any Series or Class, including any 		addition, modification, division, combination, classification, 		reclassification, change of name or termination, may be made in the 		 same manner as the establishment of such Series or Class. Each Series shall be separate and distinct from any other Series, separate and distinct records on the books of the Trust shall be maintained for each Series, and the assets and liabilities belonging to any such Series shall be held and accounted for separately from the assets and liabilities of the Trust or any other Series. Each Class of the Trust shall be separate and distinct from any other Class of the Trust. Each Class of a Series shall be separate and distinct from any other Class of the Series. As appropriate, in a manner determined by the Board of Trustees, the liabilities belonging to any such Class shall be held and accounted for separately from the liabilities of the Trust, the Series or any other Class and separate and distinct records on the books of the Trust for the Class shall be maintained for this purpose. Subject to Article II hereof, each such Series shall operate as a separate and distinct investment medium, with separately defined investment objectives and policies. Shares of each Series (and Class where applicable) established and designated pursuant to this Section 6, unless otherwise provided to the extent permitted by the DSTA, in the resolution establishing and designating such Series or Class, shall have the following rights, powers and duties: (a)	Assets Held with Respect to a Particular Series. All 	consideration received by the Trust for the issue or sale of Shares 	of a particular Series, together with all assets in which such 	consideration is invested or reinvested, all income, earnings, 	profits, and proceeds thereof from whatever source derived, 	including, without limitation, any proceeds derived from the sale, 	 exchange or liquidation of such assets, and any funds or payments 	 derived from any reinvestment of such proceeds in whatever form the 	 same may be, shall irrevocably be held with respect to that Series 	for all purposes, subject only to the rights of creditors with 	respect to that Series, and shall be so recorded upon the books of 	account of the Trust. Such consideration, assets, income, earnings, 	 profits and proceeds thereof, from whatever source derived, 	including, without limitation, any proceeds derived from the sale, 	exchange or liquidation of such assets, and any funds or payments 	derived from any reinvestment of such proceeds, in whatever form the 	 same may be, are herein referred to as "assets held with respect 	to" that Series. In the event that there are any assets, income, 	earnings, profits and proceeds thereof, funds or payments which are 	not readily identifiable as assets held with respect to any 	particular Series (collectively "General Assets"), the Board of 	Trustees, or an appropriate officer as determined by the Board of 	Trustees, shall allocate such General Assets to, between or among 	any one or more of the Series in such manner and on such basis as 	the Board of Trustees, in its sole discretion, deems fair and 	equitable, and any General Asset so allocated to a particular Series 	 shall be held with respect to that Series. Each such allocation by 	 or under the direction of the Board of Trustees shall be conclusive 	 and binding upon the Shareholders of all Series for all purposes. (b)	Liabilities Held with Respect to a Particular Series or Class. 	The assets of the Trust held with respect to a particular Series 	shall be charged with the liabilities, debts, obligations, costs, 	charges, reserves and expenses of the Trust incurred, contracted for 	 or otherwise existing with respect to such Series. Such 	liabilities, debts, obligations, costs, charges, reserves and 	expenses incurred, contracted for or otherwise existing with respect 	 to a particular Series are herein referred to as "liabilities held 	with respect to" that Series. Any liabilities, debts, obligations, 	costs, charges, reserves and expenses of the Trust which are not 	readily identifiable as being liabilities held with respect to any 	particular Series (collectively "General Liabilities") shall be 	allocated by the Board of Trustees, or an appropriate officer as 	determined by the Board of Trustees, to and among any one or more 	of the Series in such manner and on such basis as the Board of 	Trustees in its sole discretion deems fair and equitable. Each 	allocation of liabilities, debts, obligations, costs, charges, 	reserves and expenses by or under the direction of the Board of 	Trustees shall be conclusive and binding upon the Shareholders of 	all Series for all purposes. All Persons who have extended credit 	that has been allocated to a particular Series, or who have a claim 	or contract that has been allocated to any particular Series, shall 	look exclusively to the assets of that particular Series for payment 	 of such credit, claim, or contract. In the absence of an express 	contractual agreement so limiting the claims of such creditors, 	claimants and contract providers, each creditor, claimant and 	contract provider shall be deemed nevertheless to have impliedly 	 agreed to such limitation. Subject to the right of the Board of Trustees in its discretion to allocate General Liabilities as provided herein, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series, whether such Series is now authorized and existing pursuant to this Declaration of Trust or is hereafter authorized and existing pursuant to this Declaration of Trust, shall be enforceable against the assets held with respect to that Series only, and not against the assets of any other Series or the Trust generally and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Trust generally or any other Series thereof shall be enforceable against the assets held with respect to such Series. Notice of this limitation on liabilities between and among Series shall be set forth in the Certificate of Trust pursuant to the DSTA, and upon the giving of such notice in the Certificate of Trust, the statutory provisions of Section 3804 of the DSTA relating to limitations on liabilities between and among Series (and the statutory effect under Section 3804 of setting forth such notice in the Certificate of Trust) shall become applicable to the Trust and each Series. Liabilities, debts, obligations, costs, charges, reserves and expenses related to the distribution of, and other identified expenses that should or may properly be allocated to, the Shares of a particular Class may be charged to and borne solely by such Class. The bearing of expenses solely by a particular Class of Shares may be appropriately reflected (in a manner determined by the Board of Trustees) and may affect the net asset value attributable to, and the dividend, redemption and liquidation rights of, such Class. Each allocation of liabilities, debts, obligations, costs, charges, reserves and expenses by or under the direction of the Board of Trustees shall be conclusive and binding upon the Shareholders of all Classes for all purposes. All Persons who have extended credit that has been allocated to a particular Class, or who have a claim or contract that has been allocated to any particular Class, shall look, and may be required by contract to look, exclusively to that particular Class for payment of such credit, claim, or contract. (c)	Dividends, Distributions and Redemptions. Notwithstanding any 	other provisions of this Declaration of Trust, including, without 	limitation, Article VI hereof, no dividend or distribution including 	, without limitation, any distribution paid upon dissolution of the 	Trust or of any Series with respect to, nor any redemption of, the 	Shares of any Series or Class of such Series shall be effected by 	the Trust other than from the assets held with respect to such 	Series, nor, except as specifically provided in Section 7 of this 	Article III, shall any Shareholder of any particular Series 	otherwise have any right or claim against the assets held with 	respect to any other Series or the Trust generally except, in the 	case of a right or claim against the assets held with respect to any 	 other Series, to the extent that such Shareholder has such a right 	or claim hereunder as a Shareholder of such other Series. The Board 	 of Trustees shall have full discretion, to the extent not 	inconsistent with the 1940 Act, to determine which items shall be 	treated as income and which items as capital; and each such 	determination and allocation shall be conclusive and binding upon 	the Shareholders. (d)	Voting. All Shares of the Trust entitled to vote on a matter 	shall vote in the aggregate without differentiation between the 	Shares of the separate Series, if any, or separate Classes, if any; 	provided that (i) with respect to any matter that affects only the 	interests of some but not all Series, then only the Shares of such 	affected Series, voting separately, shall be entitled to vote on the 	 matter, (ii) with respect to any matter that affects only the 	interests of some but not all Classes, then only the Shares of such 	affected Classes, voting separately, shall be entitled to vote on 	the matter; and (iii) notwithstanding the foregoing, with respect 	to any matter as to which the 1940 Act or other applicable law or 	regulation requires voting, by Series or by Class, then the Shares 	of the Trust shall vote as prescribed in such law or regulation. (e)	Equality. Each Share of any particular Series shall be equal to 	each other Share of such Series (subject to the rights and 	preferences with respect to separate Classes of such Series). (f)	Fractions. A fractional Share of the Trust or a Series shall 	carry proportionately all the rights and obligations of a whole 	Share of the Trust or such Series, including rights with respect to 	voting, receipt of dividends and distributions, redemption of Shares 	 and dissolution of the Trust or that Series. (g)	Exchange Privilege. The Board of Trustees shall have the 	authority to provide that the holders of Shares of any Series shall 	have the right to exchange said Shares for Shares of one or more 	other Series in accordance with such requirements and procedures as 	may be established by the Board of Trustees, and in accordance with 	the 1940 Act. (h)	Combination of Series or Classes. 	The Board of Trustees shall have the authority, without the 	approval, vote or consent of the Shareholders of any Series, unless 	otherwise required by applicable law, to combine the assets and 	liabilities held with respect to any two or more Series into assets 	and liabilities held with respect to a single Series; provided that 	upon completion of such combination of Series, the interest of each 	Shareholder, in the combined assets and liabilities held with 	respect to the combined Series shall equal the interest of each such 	 Shareholder in the aggregate of the assets and liabilities held 	with respect to the Series that were combined. 	The Board of Trustees shall have the authority, without the 	approval, vote or consent of the Shareholders of any Series or 	Class, unless otherwise required by applicable law, to combine, 	merge or otherwise consolidate the Shares of two or more Classes of 	Shares of a Series with and/or into a single Class of Shares of such 	 Series, with such designation, preference, conversion or other 	rights, voting powers, restrictions, limitations as to dividends, 	qualifications, terms and conditions of redemption and other 	characteristics as the Trustees may determine; provided, however, 	that the Trustees shall provide written notice to the affected 	Shareholders of any such transaction. 	The transactions in (i) and (ii) above may be effected through 	share-for-share exchanges, transfers or sales of assets, Shareholder 	 in-kind redemptions and purchases, exchange offers, or any other 	method approved by the Trustees. (i)	Dissolution or Termination. Any particular Series shall be 	dissolved and terminated upon the occurrence of the applicable 	dissolution events set forth in Article VIII, Section 1 hereof. 	Upon dissolution of a particular Series, the Trustees shall wind up 	the affairs of such Series in accordance with Article VIII, 	Section 1 hereof. The Board of Trustees shall terminate any 	particular Class: (i) upon approval by a majority of votes cast at a 	 meeting of the Shareholders of such Class, provided a quorum of 	Shareholders of such Class are present, or by action of the 	Shareholders of such Class by written consent without a meeting 	pursuant to Article V, Section 3; or (ii) at the discretion of the 	Board of Trustees either (A) at any time there are no Shares 	outstanding of such Class, or (B) upon prior written notice to the 	Shareholders of such Class; provided, however, that upon the 	termination of any particular Series, every Class of such Series 	shall thereby be terminated. Section 7.	Indemnification of Shareholders. No Shareholder as such 	shall be subject to any personal liability whatsoever to any Person 	in connection with Trust Property or the acts, obligations or 	affairs of the Trust. If any Shareholder or former Shareholder 	shall be exposed to liability, charged with liability, or held 	personally liable, for any obligations or liability of the Trust, by 	 reason of a claim or demand relating exclusively to his or her 	being or having been a Shareholder of the Trust or a Shareholder of 	a particular Series thereof, and not because of such Shareholder's 	actions or omissions, such Shareholder or former Shareholder (or, in 	 the case of a natural person, his or her heirs, executors, 	administrators, or other legal representatives or, in the case of a 	corporation or other entity, its corporate or other general 	successor) shall be entitled to be held harmless from and 	indemnified out of the assets of the Trust or out of the assets of 	such Series thereof, as the case may be, against all loss and 	expense, including without limitation, attorneys' fees, arising from 	 such claim or demand; provided, however, such indemnity shall not 	cover (i) any taxes due or paid by reason of such Shareholder's 	ownership of any Shares and (ii) expenses charged to a Shareholder 	pursuant to Article IV, Section 5 hereof. ARTICLE IV THE BOARD OF TRUSTEES Section 1.	Number, Election, Term, Removal and Resignation. (a)	The Board of Trustees shall be comprised of the Trustees entering 	 into this Declaration of Trust on the date first written above, 	who shall hold office in accordance with paragraph (c) of this 	Section 1 and as otherwise provided herein. In accordance with 	Section 3801 of the DSTA, each Trustee shall become a Trustee and 	be bound by this Declaration of Trust and the By-Laws when such 	Person signs this Declaration of Trust as a trustee and/or is duly 	elected or appointed, qualified and serving on the Board of Trustees 	 in accordance with the provisions hereof and the By-Laws, so long 	as such signatory or other Person continues in office in accordance 	with the terms hereof. (b)	The number of Trustees constituting the entire Board of Trustees 	may be fixed from time to time by the vote of a majority of the then 	 Board of Trustees; provided, however, that the number of Trustees 	shall in no event be less than one (1) nor more than fifteen (15). 	The number of Trustees shall not be reduced so as to shorten the 	term of any Trustee then in office. (c)	Each Trustee shall hold office for the lifetime of the Trust or 	until such Trustee's earlier death, resignation, removal, retirement 	 or inability otherwise to serve, or, if sooner than any of such 	events, until the next meeting of Shareholders called for the 	purpose of electing Trustees or consent of Shareholders in lieu 	thereof for the election of Trustees, and until the election and 	qualification of his or her successor. Shareholders shall not be 	entitled to elect Trustees except as required by the 1940 Act. To 	the extent required by the 1940 Act, the Shareholders shall elect 	the Trustees on such dates as the Trustees may fix from time to 	time. The Shareholders may elect Trustees at any meeting of 	Shareholders called for that purpose pursuant to the By-Laws. In 	the event that after the proxy material approved by the Trustees has 	 been printed for a meeting of Shareholders at which Trustees are to 	 be elected any one or more nominees approved by the Trustees named 	in such proxy material dies or become incapacitated or is otherwise 	unable or unwilling to serve, the authorized number of Trustees 	shall be automatically reduced by the number of such nominees, 	unless the Board of Trustees prior to the meeting shall otherwise 	determine. A meeting of Shareholders for the purpose of electing or 	 removing one or more Trustees shall be called as provided in the 	By-Laws. (d)	Any Trustee may be removed, with or without cause, by the Board 	of Trustees, by action of a majority of the Trustees then in office, 	 or by vote of the Shareholders at any meeting called for that 	purpose. (e)	Any Trustee may resign at any time by giving written notice to 	the secretary of the Trust or to a meeting of the Board of Trustees. 	 Such resignation shall be effective upon receipt, unless specified 	 to be effective at some later time. (f)	The declination to serve, death, resignation, retirement, removal 	, incapacity, or inability of the Trustees, or any one of them, 	shall not operate to dissolve or terminate the Trust or to revoke 	any existing agency created pursuant to the terms of this 	Declaration of Trust. Section 2.	Trustee Action by Written Consent Without a Meeting. To 		the extent not inconsistent with the provisions of the 1940 Act, 		any action that may be taken at any meeting of the Board of 		Trustees or any committee thereof may be taken without a meeting 		and without prior written notice if a consent or consents in 		writing setting forth the action so taken is signed by the Trustees 		 having not less than the minimum number of votes that would be 		necessary to authorize or take that action at a meeting at which 		all Trustees on the Board of Trustees or any committee thereof, as 		the case may be, were present and voted. Written consents of the 		Trustees may be executed in one or more counterparts. A consent 		transmitted by electronic transmission (as defined in Section 3806 		of the DSTA) by a Trustee shall be deemed to be written and signed 		for purposes of this Section. All such consents shall be filed 		with the secretary of the Trust and shall be maintained in the 		Trust's records. Section 3.	Powers; Other Business Interests; Quorum and Required 		Vote. (a)	Powers. Subject to the provisions of this Declaration of Trust, 	the business of the Trust (including every Series thereof) shall be 	managed by or under the direction of the Board of Trustees, and such 	 Board of Trustees shall have all powers necessary or convenient to 	carry out that responsibility. The Board of Trustees shall have 	full power and authority to do any and all acts and to make and 	execute any and all contracts and instruments that it may consider 	necessary or appropriate in connection with the operation and 	administration of the Trust (including every Series thereof). The 	Board of Trustees shall not be bound or limited by present or future 	 laws or customs with regard to investments by trustees or 	fiduciaries, but, subject to the other provisions of this 	Declaration of Trust and the By-Laws, shall have full authority and 	absolute power and control over the assets and the business of the 	Trust (including every Series thereof) to the same extent as if the 	Board of Trustees was the sole owner of such assets and business in 	its own right, including such authority, power and control to do all 	 acts and things as it, in its sole discretion, shall deem proper to 	 accomplish the purposes of this Trust. Without limiting the 	foregoing, the Board of Trustees may, subject to the requisite vote 	for such actions as set forth in this Declaration of Trust and the 	By-Laws: (1) adopt By-Laws not inconsistent with applicable law or 	this Declaration of Trust; (2) amend, restate and repeal such 	By-Laws, subject to and in accordance with the provisions of such 	By-Laws; (3) fill vacancies on the Board of Trustees in accordance 	with this Declaration of Trust and the By-Laws; (4) elect and remove 	 such officers and appoint and terminate such agents as it considers 	 appropriate, in accordance with this Declaration of Trust and the 	By-Laws; (5) establish and terminate one or more committees of the 	Board of Trustees pursuant to the By-Laws; (6) place Trust Property 	in custody as required by the 1940 Act, employ one or more 	custodians of the Trust Property and authorize such custodians to 	employ sub-custodians and to place all or any part of such Trust 	Property with a custodian or a custodial system meeting the 	requirements of the 1940 Act; (7) retain a transfer agent, dividend 	disbursing agent, a shareholder servicing agent or administrative 	services agent, or any number thereof or any other service provider 	as deemed appropriate; (8) provide for the issuance and distribution 	 of Shares in the Trust or other securities or financial instruments 	 directly or through one or more Principal Underwriters or otherwise 	; (9) retain one or more Investment Adviser(s); (10) re-acquire and 	redeem Shares on behalf of the Trust and transfer Shares pursuant 	to applicable law; (11) set record dates for the determination of 	Shareholders with respect to various matters, in the manner provided 	 in Article V, Section 4 of this Declaration of Trust; (12) declare 	and pay dividends and distributions to Shareholders from the Trust 	Property, in accordance with this Declaration of Trust and the 	By-Laws; (13) establish, designate and redesignate from time to time 	, in accordance with the provisions of Article III, Section 6 hereof 	, any Series or Class of the Trust or of a Series; (14) hire 	personnel as staff for the Board of Trustees or, for those Trustees 	who are not Interested Persons of the Trust, the Investment Adviser, 	 or the Principal Underwriter, set the compensation to be paid by 	the Trust to such personnel, exercise exclusive supervision of such 	personnel, and remove one or more of such personnel, at the 	discretion of the Board of Trustees; (15) retain special counsel, 	other experts and/or consultants for the Board of Trustees, for 	those Trustees who are not Interested Persons of the Trust, the 	Investment Adviser, or the Principal Underwriter, and/or for one or 	more of the committees of the Board of Trustees, set the 	compensation to be paid by the Trust to such special counsel, other 	experts and/or consultants, and remove one or more of such special 	counsel, other experts and/or consultants, at the discretion of the 	Board of Trustees; (16) engage in and prosecute, defend, compromise, 	 abandon, or adjust, by arbitration, or otherwise, any actions, 	suits, proceedings, disputes, claims, and demands relating to the 	Trust, and out of the assets of the Trust to pay or to satisfy any 	debts, claims or expenses incurred in connection therewith, 	including those of litigation, and such power shall include, without 	 limitation, the power of the Trustees, or any appropriate committee 	 thereof, in the exercise of their or its good faith business 	judgment, to dismiss any action, suit, proceeding, dispute, claim or 	 demand, derivative or otherwise, brought by any person, including a 	 shareholder in its own name or in the name of the Trust, whether or 	 not the Trust or any of the Trustees may be named individually 	therein or the subject matter arises by reason of business for or on 	 behalf of the Trust; and (17) in general delegate such authority as 	 it considers desirable to any Trustee or officer of the Trust, to 	any committee of the Trust, to any agent or employee of the Trust or 	 to any custodian, transfer, dividend disbursing, shareholder 	servicing agent, Principal Underwriter, Investment Adviser, or other 	 service provider. The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to any other powers of the Board of Trustees set forth in this Declaration of Trust and the By-Laws. Any determination as to what is in the best interests of the Trust or any Series or Class thereof and its Shareholders made by the Board of Trustees in good faith shall be conclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. The Trustees shall be subject to the same fiduciary duties to which the directors of a Delaware corporation would be subject if the Trust were a Delaware corporation, the Shareholders were shareholders of such Delaware corporation and the Trustees were directors of such Delaware corporation, and such modified duties shall replace any fiduciary duties to which the Trustees would otherwise be subject. Without limiting the generality of the foregoing, all actions and omissions of the Trustees shall be evaluated under the doctrine commonly referred to as the "business judgment rule," as defined and developed under Delaware law, to the same extent that the same actions or omissions of directors of a Delaware corporation in a substantially similar circumstance would be evaluated under such doctrine. Notwithstanding the foregoing, the provisions of this Declaration of Trust and the By-Laws, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities relating thereto of a Trustee otherwise applicable under the foregoing standard or otherwise existing at law or in equity, are agreed by each Shareholder and the Trust to replace such other duties and liabilities of such Trustee. (b)	Other Business Interests. The Trustees shall devote to the 	affairs of the Trust (including every Series thereof) such time as 	may be necessary for the proper performance of their duties 	hereunder, but neither the Trustees nor the officers, directors, 	shareholders, partners or employees of the Trustees, if any, shall 	be expected to devote their full time to the performance of such 	duties. The Trustees, or any Affiliate, shareholder, officer, 	director, partner or employee thereof, or any Person owning a legal 	or beneficial interest therein, may engage in, or possess an 	interest in, any business or venture other than the Trust or any 	Series thereof, of any nature and description, independently or with 	 or for the account of others. None of the Trust, any Series 	thereof or any Shareholder shall have the right to participate or 	share in such other business or venture or any profit or 	compensation derived therefrom. (c)	Quorum and Required Vote. At all meetings of the Board of 	Trustees, a majority of the Board of Trustees then in office shall 	be present in person in order to constitute a quorum for the 	transaction of business. A meeting at which a quorum is initially 	present may continue to transact business notwithstanding the 	departure of Trustees from the meeting, if any action taken is 	approved by at least a majority of the required quorum for that 	meeting. Subject to Article III, Sections 1 and 6 of the By-Laws 	and except as otherwise provided herein or required by applicable 	law, the vote of not less than a majority of the Trustees present 	at a meeting at which a quorum is present shall be the act of the 	Board of Trustees. Section 4.	Payment of Expenses by the Trust. Subject to the 		provisions of Article III, Section 6 hereof, the Trustees or an 		authorized officer of the Trust shall pay or cause to be paid out 		of the principal or income of the Trust or any particular Series or 		 Class thereof, or partly out of the principal and partly out of 		the income of the Trust or any particular Series or Class thereof, 		and charge or allocate the same to, between or among such one or 		more of the Series or Classes that may be established or designated 		 pursuant to Article III, Section 6 hereof, as the Trustees or such 		 officer deems fair, all expenses, fees, charges, taxes and 		liabilities incurred by or arising in connection with the 		maintenance or operation of the Trust or a particular Series or 		Class thereof, or in connection with the management thereof, 		including, but not limited to, the Trustees' compensation and such 		expenses, fees, charges, taxes and liabilities associated with the 		services of the Trust's officers, employees, Investment Adviser(s), 		 Principal Underwriter, auditors, counsel, custodian, 		sub-custodian, transfer agent, dividend disbursing agent, 		shareholder servicing agent, and such other agents or independent 		contractors and such other expenses, fees, charges, taxes and 		liabilities as the Board of Trustees may deem necessary or proper 		to incur. Section 5.	Payment of Expenses by Shareholders. The Board of 		Trustees shall have the power, as frequently as it may determine, 		to cause any Shareholder to pay directly, in advance or arrears, 		an amount fixed from time to time by the Board of Trustees or an 		officer of the Trust for charges of the Trust's custodian or 		transfer, dividend disbursing, shareholder servicing or similar 		agent-which are not customarily charged generally to the Trust, 		a Series or a Class, where such services are provided to such 		Shareholder individually, rather than to all Shareholders 		collectively, by setting off such amount due from such Shareholder 		from the amount of (i) declared but unpaid dividends or 		distributions owed such Shareholder, or (ii) proceeds from the 		redemption by the Trust of Shares from such Shareholder pursuant to 		 Article VI hereof. Section 6.	Ownership of Trust Property. Legal title to all of the 		Trust Property shall at all times be vested in the Trust, except 		that the Board of Trustees shall have the power to cause legal 		title to any Trust Property to be held by or in the name of any 		Person as nominee, on such terms as the Board of Trustees may 		determine, in accordance with applicable law. No creditor of any 		Trustee shall have any right to obtain possession, or otherwise 		exercise legal or equitable remedies with respect to, any Trust 		Property with respect to any claim against, or obligation of, such 		Trustee in its individual capacity and not related to the Trust or 		any Series or Class of the Trust. No Shareholder shall be deemed 		to have a severable ownership in any individual asset of the Trust, 		 or belonging to any Series, or allocable to any Class thereof, or 		any right of partition or possession thereof, but each Shareholder 		shall have, except as otherwise provided for herein, a 		proportionate undivided beneficial interest in the Trust or in 		assets belonging to the Series (or allocable to the Class) in which 		 the Shareholder holds Shares. The Shares shall be personal 		property giving only the rights specifically set forth in this 		Declaration of Trust or the DSTA. Section 7.	Service Contracts. (a)	Subject to this Declaration of Trust, the By-Laws and the 	1940 Act, the Board of Trustees may, at any time and from time to 	time, contract for exclusive or nonexclusive investment advisory or 	investment management services for the Trust or for any Series 	thereof with any corporation, trust, association or other 	organization, including any Affiliate; and any such contract may 	contain such other terms as the Board of Trustees may determine, 	including without limitation, delegation of authority to the 	Investment Adviser to determine from time to time without prior 	consultation with the Board of Trustees what securities and other 	instruments or property shall be purchased or otherwise acquired, 	owned, held, invested or reinvested in, sold, exchanged, 	transferred, mortgaged, pledged, assigned, negotiated, or otherwise 	dealt with or disposed of, and what portion, if any, of the Trust 	Property shall be held uninvested and to make changes in the Trust's 	 or a particular Series' investments, or to engage in such other 	activities, including administrative services, as may specifically 	be delegated to such party. (b)	The Board of Trustees may also, at any time and from time to time 	, contract with any Person, including any Affiliate, appointing it 	or them as the exclusive or nonexclusive placement agent, 	distributor or Principal Underwriter for the Shares of the Trust or 	one or more of the Series or Classes thereof, or for other 	securities or financial instruments to be issued by the Trust, or 	appointing it or them to act as the administrator, fund accountant 	or accounting agent, custodian, transfer agent, dividend disbursing 	agent and/or shareholder servicing agent for the Trust or one or 	more of the Series or Classes thereof. (c)	The Board of Trustees is further empowered, at any time and from 	time to time, to contract with any Persons, including any Affiliates 	, to provide such other services to the Trust or one or more of its 	Series, as the Board of Trustees determines to be in the best 	interests of the Trust, such Series and its Shareholders. (d)	None of the following facts or circumstances shall affect the 	validity of any of the contracts provided for in this Article IV, 	Section 7, or disqualify any Shareholder, Trustee, employee or 	officer of the Trust from voting upon or executing the same, or 	create any liability or accountability to the Trust, any Series 	thereof or the Shareholders, provided that the establishment of and 	performance of each such contract is permissible under the 1940 Act, 	and provided further that such Person is authorized to vote upon 	such contract under the 1940 Act:the fact that any of the 	Shareholders, Trustees, employees or officers of the Trust is a 	shareholder, director, officer, partner, trustee, employee, manager, 	 Adviser, placement agent, Principal Underwriter, distributor, or 	Affiliate or agent of or for any Person, or for any parent or 	Affiliate of any Person, with which any type of service contract 	provided for in this Article IV, Section 7 may have been or may 	hereafter be made, or that any such Person, or any parent or 	Affiliate thereof, is a Shareholder or has an interest in the Trust, 	 or 	the fact that any Person with which any type of service contract 	provided for in this Article IV, Section 7 may have been or may 	hereafter be made also has such a service contract with one or more 	other Persons, or has other business or interests. (e)	Every contract referred to in this Section 7 is required to 	comply with this Declaration of Trust, the By-Laws, the 1940 Act, 	other applicable law and any stipulation by resolution of the 	Board of Trustees. ARTICLE V SHAREHOLDERS' VOTING POWERS AND MEETINGS Section 1.	Voting Powers. Subject to the provisions of Article III, 		Section 6 hereof, the Shareholders shall have the power to vote 		only (i) on such matters required by this Declaration of Trust, the 		 By-Laws, the 1940 Act, other applicable law and any registration 		statement of the Trust filed with the Commission, the registration 		of which is effective; and (ii) on such other matters as the Board 		of Trustees may consider necessary or desirable. Subject to 		Article III hereof, the Shareholder of record (as of the record 		date established pursuant to Section 4 of this Article V) of each 		Share shall be entitled to one vote for each full Share, and a 		fractional vote for each fractional Share. Shareholders shall not 		be entitled to cumulative voting in the election of Trustees or on 		any other matter. Section 2.	Quorum and Required Vote. (a)	Forty percent (40%) of the outstanding Shares entitled to vote at 	 a Shareholders' meeting, which are present in person or represented 	 by proxy, shall constitute a quorum at the Shareholders' meeting, 	except when a larger quorum is required by this Declaration of Trust 	, the By-Laws, applicable law or the requirements of any securities 	exchange on which Shares are listed for trading, in which case such 	quorum shall comply with such requirements. When a separate vote 	by one or more Series or Classes is required, forty percent (40%) of 	 the outstanding Shares of each such Series or Class entitled to 	vote at a Shareholders' meeting of such Series or Class, which are 	present in person or represented by proxy, shall constitute a quorum 	 at the Shareholders' meeting of such Series or Class, except when a 	 larger quorum is required by this Declaration of Trust, the By-Laws 	, applicable law or the requirements of any securities exchange on 	which Shares of such Series or Class are listed for trading, in 	which case such quorum shall comply with such requirements. (b)	Subject to the provisions of Article III, Section 6(d), when a 	quorum is present at any meeting, a majority of the votes cast shall 	 decide any questions and a plurality shall elect a Trustee, except 	when a larger vote is required by any provision of this Declaration 	of Trust or the By-Laws or by applicable law. Pursuant to 	Article III, Section 6(d) hereof, where a separate vote by Series 	and, if applicable, by Class is required, the preceding sentence 	shall apply to such separate votes by Series and Classes. (c)	Abstentions and broker non-votes will be treated as votes present 	 at a Shareholders' meeting; abstentions and broker non-votes will 	not be treated as votes cast at such meeting. Abstentions and 	broker non-votes, therefore (i) will be included for purposes of 	determining whether a quorum is present; and (ii) will have no 	effect on proposals that require a plurality for approval, or on 	proposals requiring an affirmative vote of a majority of votes cast 	for approval. Section 3.	Shareholder Action by Written Consent Without a Meeting. 		Any action which may be taken at any meeting of Shareholders may be 		 taken without a meeting if a consent or consents in writing 		setting forth the action so taken is or are signed by the holders 		of a majority of the Shares entitled to vote on such action (or 		such different proportion thereof as shall be required by law, the 		Declaration of Trust or the By-Laws for approval of such action) 		and is or are received by the secretary of the Trust either: 		(i) by the date set by resolution of the Board of Trustees for the 		shareholder vote on such action; or (ii) if no date is set by 		resolution of the Board, within 30 days after the record date for 		such action as determined by reference to Article V, Section 4(b) 		hereof. The written consent for any such action may be executed in 		 one or more counterparts, each of which shall be deemed an 		original, and all of which when taken together shall constitute one 		 and the same instrument. A consent transmitted by electronic 		transmission (as defined in the DSTA) by a Shareholder or by a 		Person or Persons authorized to act for a Shareholder shall be 		deemed to be written and signed for purposes of this Section. All 		such consents shall be filed with the secretary of the Trust and 		shall be maintained in the Trust's records. Any Shareholder that 		has given a written consent or the Shareholder's proxyholder or a 		personal representative of the Shareholder or its respective 		proxyholder may revoke the consent by a writing received by the 		secretary of the Trust either: (i) before the date set by 		resolution of the Board of Trustees for the shareholder vote on 		such action; or (ii) if no date is set by resolution of the Board, 		within 30 days after the record date for such action as determined 		by reference to Article V, Section 4(b) hereof. Section 4.	Record Dates. (a)	For purposes of determining the Shareholders entitled to notice 	of, and to vote at, any meeting of Shareholders, the Board of 	Trustees may fix a record date, which record date shall not precede 	the date upon which the resolution fixing the record date is adopted 	 by the Board of Trustees, and which record date shall not be more 	than one hundred and twenty (120) days nor less than ten (10) days 	before the date of any such meeting. A determination of 	Shareholders of record entitled to notice of or to vote at a meeting 	 of Shareholders shall apply to any adjournment of the meeting; 	provided, however, that the Board of Trustees may fix a new record 	date for the adjourned meeting and shall fix a new record date for 	any meeting that is adjourned for more than one hundred and eighty 	(180) days from the record date set for the original meeting. For 	purposes of determining the Shareholders entitled to vote on any 	action without a meeting, the Board of Trustees may fix a record 	date, which record date shall not precede the date upon which the 	resolution fixing the record date is adopted by the Board of 	Trustees, and which record date shall not be more than thirty 	(30) days after the date upon which the resolution fixing the record 	 date is adopted by the Board of Trustees. (b)	If the Board of Trustees does not so fix a record date: 	the record date for determining Shareholders entitled to notice of, 	and to vote at, a meeting of Shareholders shall be at the close of 	business on the day next preceding the day on which notice is given 	or, if notice is waived, at the close of business on the day next 	preceding the day on which the meeting is held. 	the record date for determining Shareholders entitled to vote on any 	 action by consent in writing without a meeting of Shareholders, (1) 	 when no prior action by the Board of Trustees has been taken, shall 	 be the day on which the first signed written consent setting forth 	the action taken is delivered to the Trust, or (2) when prior action 	 of the Board of Trustees has been taken, shall be at the close of 	business on the day on which the Board of Trustees adopts the 	resolution taking such prior action. (c)	For the purpose of determining the Shareholders of the Trust or 	any Series or Class thereof who are entitled to receive payment of 	any dividend or of any other distribution of assets of the Trust or 	any Series or Class thereof (other than in connection with a 	dissolution of the Trust or a Series, a merger, consolidation, 	conversion, reorganization, or any other transactions, in each case 	that is governed by Article VIII of the Declaration of Trust), the 	Board of Trustees may:from time to time fix a record date, which 	record date shall not precede the date upon which the resolution 	fixing the record date is adopted, and which record date shall not 	be more than sixty (60) days before the date for the payment of such 	 dividend and/or such other distribution; 	adopt standing resolutions fixing record dates and related payment 	dates at periodic intervals of any duration for the payment of such 	dividend and/or such other distribution; and/or 	delegate to an appropriate officer or officers of the Trust the 	determination of such periodic record and/or payments dates with 	respect to such dividend and/or such other distribution. Nothing in this Section shall be construed as precluding the Board of Trustees from setting different record dates for different Series or Classes. Section 5.	Additional Provisions. The By-Laws may include further 		provisions for Shareholders' votes, meetings and related matters. ARTICLE VI NET ASSET VALUE; DISTRIBUTIONS; REDEMPTIONS; TRANSFERS Section 1.	Determination of Net Asset Value, Net Income and 		Distributions. (a)	Subject to Article III, Section 6 hereof, the Board of Trustees 	shall have the power to determine from time to time the offering 	price for authorized, but unissued, Shares of the Trust or any 	Series or Class thereof, respectively, that shall yield to the Trust 	 or such Series or Class not less than the net asset value thereof, 	in addition to any amount of applicable sales charge to be paid to 	the Principal Underwriter or the selling broker or dealer in 	connection with the sale of such Shares, at which price the Shares 	of the Trust or such Series or Class, respectively, shall be offered 	 for sale, subject to any other requirements or limitations of the 	1940 Act. (b)	Subject to Article III, Section 6 hereof, the Board of Trustees 	may, subject to the 1940 Act, prescribe (or delegate to any officer 	of the Trust or any other Person the right to prescribe) such bases 	and time (including any methodology or plan) for determining the net 	 asset value per Share of the Trust or any Series or Class thereof, 	or net income attributable to the Shares of the Trust or any Series 	or Class thereof or the declaration and payment of dividends and 	distributions on the Shares of the Trust or any Series or Class 	thereof, and the method of determining the Shareholders to whom 	dividends and distributions are payable, as it may deem necessary or 	 desirable, and such dividends and distributions may vary between 	the Classes to reflect differing allocations of the expenses of the 	Trust between such Classes to such extent and for such purposes as 	the Trustees may deem appropriate. Without limiting the generality 	of the foregoing, but subject to applicable federal law, including 	the 1940 Act, any dividend or distribution may be paid in cash 	and/or securities or other property, and the composition of any such 	 distribution shall be determined by the Trustees (or by any officer 	 of the Trust or any other Person to whom such authority has been 	delegated by the Trustees) and may be different among Shareholders 	including differences among Shareholders of the same Series or Class. (c)	The Shareholders of the Trust or any Series or Class, if any, 	shall be entitled to receive dividends and distributions, when, if 	and as declared by the Board of Trustees with respect thereto, 	provided that with respect to Classes, such dividends and 	distributions shall comply with the 1940 Act. The right of 	Shareholders to receive dividends or other distributions on Shares 	of any Class may be set forth in a plan adopted by the Board of 	Trustees and amended from time to time pursuant to the 1940 Act. 	No Share shall have any priority or preference over any other Share 	of the Trust with respect to dividends or distributions paid in the 	ordinary course of business or distributions upon dissolution of the 	 Trust made pursuant to Article VIII, Section 1 hereof; provided 	however, that if the Shares of the Trust are divided into Series 	thereof, no Share of a particular Series shall have any priority or 	preference over any other Share of the same Series with respect to 	dividends or distributions paid in the ordinary course of business 	or distributions upon dissolution of the Trust or of such Series 	made pursuant to Article VIII, Section 1 hereof; 	if the Shares of the Trust are divided into Classes thereof, no 	Share of a particular Class shall have any priority or preference 	over any other Share of the same Class with respect to dividends or 	distributions paid in the ordinary course of business or 	distributions upon dissolution of the Trust made pursuant to 	Article VIII, Section 1 hereof; and 	if the Shares of a Series are divided into Classes thereof, no Share 	 of a particular Class of such Series shall have any priority or 	 preference over any other Share of the same Class of such Series 	with respect to dividends or distributions paid in the ordinary 	course of business or distributions upon dissolution of such Series 	made pursuant to Article VIII, Section 1 hereof. All dividends and distributions shall be made ratably among all Shareholders of the Trust, a particular Class of the Trust, a particular Series, or a particular Class of a Series from the Trust Property held with respect to the Trust, such Series or such Class, respectively, according to the number of Shares of the Trust, such Series or such Class held of record by such Shareholders on the record date for any dividend or distribution; provided however, that 	if the Shares of the Trust are divided into Series thereof, all dividends and distributions from the Trust Property and, if a pplicable, held with respect to such Series, shall be distributed to each Series thereof according to the net asset value computed for such Series and within such particular Series, shall be distributed ratably to the Shareholders of such Series according to the number of Shares of such Series held of record by such Shareholders on the record date for any dividend or distribution; and 	if the Shares of the Trust or of a Series are divided into Classes 	thereof, all dividends and distributions from the Trust Property and 	, if applicable, held with respect to the Trust or such Series, 	shall be distributed to each Class thereof according to the net 	asset value computed for such Class and within such particular Class 	, shall be distributed ratably to the Shareholders of such Class 	according to the number of Shares of such Class held of record by 	such Shareholders on the record date for any dividend or 	distribution. Dividends and distributions may be paid in cash, in kind or in Shares. (d)	Before payment of any dividend there may be set aside out of any 	funds of the Trust, or the applicable Series thereof, available for 	dividends such sum or sums as the Board of Trustees may from time to 	 time, in its absolute discretion, think proper as a reserve fund to 	 meet contingencies, or for equalizing dividends, or for repairing 	or maintaining any property of the Trust, or any Series thereof, or 	for such other lawful purpose as the Board of Trustees shall deem to 	 be in the best interests of the Trust, or the applicable Series, as 	 the case may be, and the Board of Trustees may abolish any such 	reserve in the manner in which the reserve was created. Section 2.	Redemptions at the Option of a Shareholder. Unless 		otherwise provided in the prospectus of the Trust relating to the 		Shares, as such prospectus may be amended from time to time: (a)	The Trust shall purchase such Shares as are offered by any 	Shareholder for redemption upon the presentation of a proper 	instrument of transfer together with a request directed to the Trust 	 or a Person designated by the Trust that the Trust purchase such 	Shares and/or in accordance with such other procedures for 	redemption as the Board of Trustees may from time to time authorize. 	 If certificates have been issued to a Shareholder, any request for 	 redemption by such Shareholder must be accompanied by surrender of 	any outstanding certificate or certificates for such Shares in form 	for transfer, together with such proof of the authenticity of 	signatures as may reasonably be required on such Shares and 	accompanied by proper stock transfer stamps, if applicable. (b)	The Trust shall pay for such Shares the net asset value thereof 	as determined by the Trustees (or by such Person to whom such 	determination has been delegated) (excluding any applicable 	redemption fee or sales load), in accordance with this Declaration 	of Trust, the By-Laws, the 1940 Act and other applicable law. 	Payments for Shares so redeemed by the Trust shall be made in cash, 	except payment for such Shares may, at the option of the Board of 	Trustees, or such officer or officers as it may duly authorize in 	its complete discretion, be made in kind or partially in cash and 	partially in kind. In case of any payment in kind, the Board of 	Trustees, or its authorized officers, shall have absolute discretion 	 as to what security or securities of the Trust or the applicable 	Series shall be distributed in kind and the amount of the same; and 	the securities shall be valued for purposes of distribution at the 	value at which they were appraised in computing the then current net 	 asset value of the Shares, provided that any Shareholder who cannot 	 legally acquire securities so distributed in kind shall receive 	cash to the extent permitted by the 1940 Act. Shareholders shall 	bear the expenses of in-kind transactions, including, but not 	limited to, transfer agency fees, custodian fees and costs of 	disposition of such securities. (c)	Payment by the Trust for such redemption of Shares shall be made 	by the Trust to the Shareholder within seven days after the date on 	which the redemption request is received in proper form and/or such 	other procedures authorized by the Board of Trustees are complied 	with; provided, however, that if payment shall be made other than 	exclusively in cash, any securities to be delivered as part of such 	payment shall be delivered as promptly as any necessary transfers of 	 such securities on the books of the several corporations or other 	Person whose securities are to be delivered practicably can be made, 	 which may not necessarily occur within such seven-day period. In 	no case shall the Trust be liable for any delay of any corporation 	or other Person in transferring securities selected for delivery as 	all or part of any payment in kind. (d)	The obligations of the Trust set forth in this Section 2 are 	subject to the provision that such obligations may be suspended or 	postponed by the Board of Trustees (1) during any time the New York 	Stock Exchange (the "Exchange") is closed for other than weekends or 	 holidays; (2) if permitted by the rules of the Commission, during 	periods when trading on the Exchange is restricted; or (3) during 	any National Financial Emergency. The Board of Trustees may, in its 	 discretion, declare that the suspension relating to a National 	Financial Emergency shall terminate, as the case may be, on the 	first business day on which the Exchange shall have reopened or the 	period specified above shall have expired (as to which, in the 	absence of an official ruling by the Commission, the determination 	of the Board of Trustees shall be conclusive). In the case of a 	suspension of the right of redemption as provided herein, a 	Shareholder may either withdraw the request for redemption or 	receive payment based on the net asset value per Share next 	determined after the termination of such suspension, less any fees 	imposed on such redemption. (e)	The right of any Shareholder of the Trust or any Series or Class 	thereof to receive dividends or other distributions on Shares 	redeemed and all other rights of such Shareholder with respect to 	the Shares so redeemed, except the right of such Shareholder to 	receive payment for such Shares, shall cease at the time the 	purchase price of such Shares shall have been fixed, as provided 	above. Section 3.	Redemptions at the Option of the Trust. At the option of 		the Board of Trustees the Trust may, from time to time, without the 		 vote of the Shareholders, but subject to the 1940 Act, redeem 		Shares or authorize the closing of any Shareholder account, subject 		 to such conditions and for such reasons as may be established from 		 time to time by the Board of Trustees, including, without 		limitation, (i) the determination of the Trustees that direct or 		indirect ownership of Shares of the Trust or any Series has or 		may become concentrated in such Shareholder to an extent that would 		 disqualify any Series as a regulated investment company under the 		Code (or any successor statute thereto), (ii) the failure of a 		Shareholder to supply a tax identification number if required to do 		 so, or to have the minimum investment required (which may vary by 		Series or Class), (iii) if the Share activity of the account or 		ownership of Shares by a particular Shareholder is deemed by the 		Trustees either to affect adversely the management of the Trust or 		any Series or Class or not to be in the best interests of the 		remaining Shareholders of the Trust or any Series or Class or (iv) 		the failure of a Shareholder to pay when due for the purchase of 		Shares issued to him. Any such redemption shall be effected at the 		 redemption price and in the manner provided in this Article VI. Section 4.	Transfer of Shares. Shares shall be transferable in 		accordance with the provisions of the By-Laws. ARTICLE VII LIMITATION OF LIABILITY AND INDEMNIFICATION OF AGENT Section 1.	Limitation of Liability. (a)	For the purpose of this Article, "Agent" means any Person who is 	or was a Trustee, officer, employee or other agent of the Trust or 	is or was serving at the request of the Trust as a trustee, director 	, officer, employee or other agent of another foreign or domestic 	corporation, partnership, joint venture, trust or other enterprise; 	"Proceeding" means any threatened, pending or completed action or 	proceeding, whether civil, criminal, administrative or investigative 	; and "Expenses" include without limitation attorneys' fees and any 	expenses of establishing a right to indemnification under this 	Article. (b)	An Agent shall be liable to the Trust and to any Shareholder for 	any act or omission that constitutes a bad faith violation of the 	implied contractual covenant of good faith and fair dealing, for 	such Agent's own willful misfeasance, bad faith, gross negligence 	or reckless disregard of the duties involved in the conduct of such 	Agent (such conduct referred to herein as "Disqualifying Conduct"), 	and for nothing else. (c)	Subject to subsection (b) of this Section 1 and to the fullest 	extent that limitations on the liability of Agents are permitted by 	the DSTA, the Agents shall not be responsible or liable in any event 	 for any act or omission of any other Agent of the Trust or any 	Investment Adviser or Principal Underwriter of the Trust. (d)	No Agent, when acting in its respective capacity as such, shall 	be personally liable to any Person, other than the Trust or a 	Shareholder to the extent provided in subsections (b) and (c) of 	this Section 1, for any act, omission or obligation of the Trust or 	any Trustee thereof. (e)	Each Trustee, officer and employee of the Trust shall, in the 	performance of his or her duties, be fully and completely justified 	and protected with regard to any act or any failure to act resulting 	 from reliance in good faith upon the books of account or other 	records of the Trust, upon an opinion of counsel, or upon reports 	made to the Trust by any of its officers or employees or by the 	Investment Adviser, the Principal Underwriter, any other Agent, 	selected dealers, accountants, appraisers or other experts or 	consultants, regardless of whether such counsel or expert may also 	be a Trustee, as to matters the Trustee, officer or employee of the 	Trust reasonably believes are within such Person's professional or 	expert competence. The officers and Trustees may obtain the advice 	of counsel or other experts with respect to the meaning and 	operation of this Declaration of Trust, the By-Laws, applicable law 	and their respective duties as officers or Trustees. No such 	officer or Trustee shall be liable for any act or omission in 	accordance with such advice, records and/or reports and no inference 	 concerning liability shall arise from a failure to follow such 	advice, records and/or reports. The officers and Trustees shall not 	 be required to give any bond hereunder, nor any surety if a bond is 	 required by applicable law. (f)	The failure to make timely collection of dividends or interest, 	or to take timely action with respect to entitlements, on the 	Trust's securities issued in emerging countries, shall not be deemed 	 to be negligence or other fault on the part of any Agent, and no 	Agent shall have any liability for such failure or for any loss or 	damage resulting from the imposition by any government of exchange 	control restrictions which might affect the liquidity of the Trust's 	 assets or from any war or political act of any foreign government 	to which such assets might be exposed, except, in the case of a 	Trustee or officer, for liability resulting from such Trustee's or 	officer's Disqualifying Conduct. (g)	The limitation on liability contained in this Article applies to 	events occurring at the time a Person serves as an Agent whether or 	not such Person is an Agent at the time of any Proceeding in which 	liability is asserted. (h)	No amendment or repeal of this Article shall adversely affect any 	 right or protection of an Agent that exists at the time of such \ 	amendment or repeal. Section 2.	Indemnification. (a)	Indemnification by Trust. The Trust shall indemnify, out of 	Trust Property, to the fullest extent permitted under applicable law 	, any Person who was or is a party, potential party or non-party 	witness or is threatened to be made a party, potential party or 	non-party witness to any Proceeding by reason of the fact that such 	Person is or was an Agent of the Trust, against Expenses, judgments, 	 fines, settlements and other amounts actually and reasonably 	incurred in connection with such Proceeding if such Person acted in 	good faith or in the case of a criminal proceeding, had no 	reasonable cause to believe the conduct of such Person was unlawful. 	 The termination of any Proceeding by judgment, order, settlement, 	conviction or plea of nolo contendere or its equivalent shall not of 	 itself create a presumption that the Person did not act in good 	faith or that the Person had reasonable cause to believe that the 	Person's conduct was unlawful. (b)	Exclusion of Indemnification. Notwithstanding any provision to 	the contrary contained herein, there shall be no right to 	indemnification for any liability arising by reason of the Agent's 	Disqualifying Conduct. In respect of any claim, issue or matter as 	to which that Person shall have been adjudged to be liable in the 	performance of that Person's duty to the Trust or the Shareholders, 	indemnification shall be made only to the extent that the court in 	which that action was brought shall determine, upon application or 	otherwise, that in view of all the circumstances of the case, that 	Person was not liable by reason of that Person's Disqualifying Conduct. (c)	Required Approval. Any indemnification under this Article shall 	be made by the Trust if authorized in the specific case on a 	determination that indemnification of the Agent is proper in the 	circumstances by (i) a final decision on the merits by a court or 	other body before whom the proceeding was brought that the Agent was 	 not liable by reason of Disqualifying Conduct (including, but not 	limited to, dismissal of either a court action or an administrative 	proceeding against the Agent for insufficiency of evidence of any 	Disqualifying Conduct) or, (ii) in the absence of such a decision, 	a reasonable determination, based upon a review of the facts, that 	the Agent was not liable by reason of Disqualifying Conduct, by (1) 	the vote of a majority of a quorum of the Trustees who are not (x) 	"interested persons" of the Trust as defined in Section 2(a)(19) of 	the 1940 Act, (y) parties to the proceeding, or (z) parties who have 	 any economic or other interest in connection with such specific 	case (the "disinterested, non-party Trustees"); or (2) by 	independent legal counsel in a written opinion. (d)	Advancement of Expenses. Expenses incurred by an Agent in 	defending any Proceeding may be advanced by the Trust before the 	final disposition of the Proceeding on receipt of an undertaking by 	or on behalf of the Agent to repay the amount of the advance if it 	shall be determined ultimately that the Agent is not entitled to be 	indemnified as authorized in this Article; provided, that at least 	one of the following conditions for the advancement of expenses is 	met: (i) the Agent shall provide a security for his undertaking, 	(ii) the Trust shall be insured against losses arising by reason of 	any lawful advances, or (iii) a majority of a quorum of the 	disinterested, non-party Trustees of the Trust, or an independent 	legal counsel in a written opinion, shall determine, based on a 	review of readily available facts (as opposed to a full trial-type 	inquiry), that there is reason to believe that the Agent ultimately 	will be found entitled to indemnification. (e)	Other Contractual Rights. Nothing contained in this Article 	shall affect any right to indemnification to which Persons other 	than Trustees and officers of the Trust or any subsidiary thereof 	may be entitled by contract or otherwise. (f)	Fiduciaries of Employee Benefit Plan. This Article does not 	apply to any Proceeding against any trustee, investment manager or 	other fiduciary of an employee benefit plan in that Person's 	capacity as such, even though that Person may also be an Agent of 	the Trust as defined in Section 1 of this Article. Nothing 	contained in this Article shall limit any right to indemnification 	to which such a trustee, investment manager, or other fiduciary may 	be entitled by contract or otherwise which shall be enforceable to 	the extent permitted by applicable law other than this Article. (g)	Joint and Several Obligations. Notwithstanding any other 	provision in this Declaration of Trust to the contrary, any amount 	of indemnification and any advancement of expenses that any Agent is 	 entitled to be paid under Section 2 shall be deemed to be joint and 	 several obligations of the Trust and each Series, and the assets of 	 the Trust and each Series shall be subject to the claims of any 	Agent therefor under this Article VII; provided that any such 	liability, expense or obligation may be allocated and charged by the 	 Board of Trustees between or among the Trust and/or any one or more 	 Series (and Classes) in such manner as the Board of Trustees in its 	 sole discretion deem fair and equitable. Section 3.	Insurance. To the fullest extent permitted by applicable 		law, the Board of Trustees shall have the authority to purchase 		with Trust Property, insurance for liability and for all Expenses 		reasonably incurred or paid or expected to be paid by an Agent in 		connection with any Proceeding in which such Agent becomes involved 		 by virtue of such Agent's actions, or omissions to act, in its 		capacity or former capacity with the Trust, whether or not the 		Trust would have the power to indemnify such Agent against such 		liability. Section 4.	Derivative Actions. In addition to the requirements set 		forth in Section 3816 of the DSTA, a Shareholder or Shareholders 		may bring a derivative action on behalf of the Trust only if the 		following conditions are met: (a)	The Shareholder or Shareholders must make a pre-suit demand upon 	the Board of Trustees to bring the subject action unless an effort 	to cause the Board of Trustees to bring such an action is not likely 	 to succeed. For purposes of this Section 4, a demand on the Board 	of Trustees shall only be deemed not likely to succeed and therefore 	 excused if a majority of the Board of Trustees, or a majority of 	any committee established to consider the merits of such action, is 	composed of Trustees who are not "independent trustees" (as such 	term is defined in the DSTA). (b)	Unless a demand is not required under paragraph (a) of this 	Section 4, Shareholders eligible to bring such derivative action 	under the DSTA who hold at least 10% of the outstanding Shares of 	the Trust, or 10% of the outstanding Shares of the Series or Class 	to which such action relates, shall join in the request for the 	Board of Trustees to commence such action; and (c)	Unless a demand is not required under paragraph (a) of this 	Section 4, the Board of Trustees must be afforded a reasonable 	amount of time to consider such Shareholder request and to 	investigate the basis of such claim. The Board of Trustees shall be 	 entitled to retain counsel or other advisors in considering the 	merits of the request and shall require an undertaking by the 	Shareholders making such request to reimburse the Trust for the 	expense of any such advisors in the event that the Board of 	Trustees determine not to bring such action. For purposes of this Section 4, the Board of Trustees may designate a committee of one Trustee to consider a Shareholder demand if necessary to create a committee with a majority of Trustees who are "independent trustees" (as such term is defined in the DSTA). In addition to all suits, claims or other actions (collectively, "claims") that under applicable law must be brought as derivative claims, each Shareholder of the Trust or any Series or Class thereof agrees that any claim that affects all Shareholders of a Series or Class equally, that is, proportionately based on their number of Shares in such Series or Class, must be brought as a derivative claim subject to this Section 4 irrespective of whether such claim involves a violation of the Shareholders' rights under this Declaration of Trust or any other alleged violation of contractual or individual rights that might otherwise give rise to a direct claim. Section 5.	Jurisdiction and Waiver of Jury Trial. In accordance with 		Section 3804(e) of the DSTA any suit, action or proceeding brought 		 by or in the right of any Shareholder or any person claiming any 		interest in any Shares seeking to enforce any provision of, or 		based on any matter arising out of, or in connection with, this 		Declaration of Trust or the Trust, any Series or Class or any 		Shares, including any claim of any nature against the Trust, any 		Series or Class, the Trustees or officers of the Trust, shall be 		brought exclusively in the Court of Chancery of the State of 		Delaware to the extent there is subject matter jurisdiction in such 		 court for the claims asserted or, if not, then in the Superior 		Court of the State of Delaware, and all Shareholders and other such 		 Persons hereby irrevocably consent to the jurisdiction of such 		courts (and the appropriate appellate courts therefrom) in any such 		 suit, action or proceeding and irrevocably waive, to the fullest 		extent permitted by law, any objection they may make now or 		hereafter have to the laying of the venue of any such suit, action 		or proceeding in such court or that any such suit, action or 		proceeding brought in any such court has been brought in an 		inconvenient forum and further, in connection with any such suit, 		action, or proceeding brought in the Superior Court in the State 		of Delaware, all Shareholders and all other such Persons 		irrevocably waive the right to a trial by jury to the fullest 		extent permitted by law. All Shareholders and other such Persons 		agree that service of summons, complaint or other process in 		connection with any proceedings may be made by registered or 		certified mail or by overnight courier addressed to such Person at 		the address shown on the books and records of the Trust for such 		Person or at the address of the Person shown on the books and 		records of the Trust with respect to the Shares that such Person 		claims an interest in. Service of process in any such suit, action 		 or proceeding against the Trust or any Trustee or officer of the 		Trust may be made at the address of the Trust's registered agent in 		 the State of Delaware. Any service so made shall be effective as 		if personally made in the State of Delaware. ARTICLE VIII CERTAIN TRANSACTIONS Section 1.	Dissolution of Trust or Series. The Trust and each Series 		 shall have perpetual existence, except that the Trust (or a 		particular Series) shall be dissolved: (a)	With respect to the Trust, (i) upon the vote of the holders of 	not less than a majority of the Shares of the Trust cast, or 	(ii) at the discretion of the Board of Trustees either (A) at any 	time there are no Shares outstanding of the Trust, or (B) upon prior 	 written notice to the Shareholders of the Trust; or (b)	With respect to a particular Series, (i) upon the vote of the 	holders of not less than a majority of the Shares of such Series 	cast, or (ii) at the discretion of the Board of Trustees either (A) 	at any time there are no Shares outstanding of such Series, or (B) 	upon prior written notice to the Shareholders of such Series; or (c)	With respect to the Trust (or a particular Series), upon the 	occurrence of a dissolution or termination event pursuant to any 	other provision of this Declaration of Trust (including 	Article VIII, Section 2) or the DSTA; or (d)	With respect to any Series, upon any event that causes the 	dissolution of the Trust. Upon dissolution of the Trust (or a particular Series, as the case may be), the Board of Trustees shall (in accordance with Section 3808 of the DSTA) pay or make reasonable provision to pay all claims and obligations of the Trust and/or each Series (or the particular Series , as the case may be), including, without limitation, all contingent, conditional or unmatured claims and obligations known to the Trust, and all claims and obligations which are known to the Trust, but for which the identity of the claimant is unknown. If there are sufficient assets held with respect to the Trust and/or each Series of the Trust (or the particular Series, as the case may be), such claims and obligations shall be paid in full and any such provisions for payment shall be made in full. If there are insufficient assets held with respect to the Trust and/or each Series of the Trust (or the particular Series, as the case may be), such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Any remaining assets (including , without limitation, cash, securities or any combination thereof) held with respect to the Trust and/or each Series of the Trust (or the particular Series, as the case may be) shall be distributed to the Shareholders of the Trust and/or each Series of the Trust (or the particular Series, as the case may be) ratably according to the number of Shares of the Trust and/or such Series thereof (or the particular Series, as the case may be) held of record by the several Shareholders on the date for such dissolution distribution; provided, however, that if the Shares of the Trust or a Series are divided into Classes thereof, any remaining assets (including, without limitation, cash, securities or any combination thereof) held with respect to the Trust or such Series, as applicable, shall be distributed to each Class of the Trust or such Series according to the net asset value computed for such Class and within such particular Class, shall be distributed ratably to the Shareholders of such Class according to the number of Shares of such Class held of record by the several Shareholders on the date for such dissolution distribution. Upon the winding up of the Trust in accordance with Section 3808 of the DSTA and its termination, any one (1) Trustee shall execute, and cause to be filed, a certificate of cancellation, with the office of the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 of the DSTA. In connection with the dissolution and liquidation of the Trust or the termination of any Series or any Class, the Trustees may provide for the establishment and utilization of a liquidating trust or similar vehicle. Section 2.	Merger or Consolidation; Conversion; Reorganization. (a)	Merger or Consolidation. Pursuant to an agreement of merger or 	consolidation, the Board of Trustees, by vote of a majority of the 	Trustees, may cause the Trust to merge or consolidate with or into 	one or more statutory trusts or "other business entities" (as 	defined in Section 3801 of the DSTA) formed or organized or existing 	 under the laws of the State of Delaware or any other state of the 	United States or any foreign country or other foreign jurisdiction. 	 Any such merger or consolidation shall not require the vote of the 	Shareholders unless such vote is required by the 1940 Act; provided 	however, that the Board of Trustees shall provide at least 	thirty (30) days' prior written notice to the Shareholders of such 	merger or consolidation. By reference to Section 3815(f) of the 	DSTA, any agreement of merger or consolidation approved in 	accordance with this Section 2(a) may, without a Shareholder vote 	unless required by the 1940 Act or the requirements of any 	securities exchange on which Shares are listed for trading, effect 	any amendment to this Declaration of Trust or the By-Laws or effect 	the adoption of a new governing instrument if the Trust is the 	surviving or resulting statutory trust in the merger or 	consolidation, which amendment or new governing instrument shall be 	effective at the effective time or date of the merger or 	consolidation. In all respects not governed by the DSTA, the 1940 	Act, other applicable law or the requirements of any securities 	exchange on which Shares are listed for trading, the Board of 	Trustees shall have the power to prescribe additional procedures 	necessary or appropriate to accomplish a merger or consolidation, 	including the power to create one or more separate statutory trusts 	to which all or any part of the assets, liabilities, profits or 	losses of the Trust may be transferred and to provide for the 	conversion of Shares into beneficial interests in such separate 	statutory trust or trusts. In connection with any merger or 	consolidation, if the Trust is the surviving or resulting statutory 	trust, any one (1) Trustee shall execute, and cause to be filed, a 	certificate of merger or consolidation in accordance with Section 	3815 of the DSTA. (b)	Conversion. The Board of Trustees, by vote of a majority of the 	Trustees, may cause (i) the Trust to convert to an "other business 	entity" (as defined in Section 3801 of the DSTA) formed or organized 	 under the laws of the State of Delaware as permitted pursuant to 	Section 3821 of the DSTA; (ii) the Shares of the Trust or any Series 	 or Class to be converted into beneficial interests in another 	statutory trust (or series or class thereof) created pursuant to 	this Section 2 of this Article VIII, or (iii) the Shares to be 	exchanged under or pursuant to any state or federal statute to the 	extent permitted by law. Any such statutory conversion, Share 	conversion or Share exchange shall not require the vote of the 	Shareholders unless such vote is required by the 1940 Act; provided 	however, that the Board of Trustees shall provide at least 	thirty (30) days' prior written notice to the Shareholders of the 	Trust of any conversion of Shares of the Trust pursuant to 	Subsections (b)(i) or (b)(ii) of this Section 2 or exchange of 	Shares of the Trust pursuant to Subsection (b)(iii) of this 	Section 2, and at least thirty (30) days' prior written notice to 	the Shareholders of a particular Series or Class of any conversion 	of Shares of such Series or Class pursuant to Subsection (b)(ii) of 	this Section 2 or exchange of Shares of such Series or Class 	pursuant to Subsection (b)(iii) of this Section 2. In all respects 	not governed by the DSTA, the 1940 Act, other applicable law or the 	requirements of any securities exchange on which Shares are listed 	for trading, the Board of Trustees shall have the power to prescribe 	 additional procedures necessary or appropriate to accomplish a 	statutory conversion, Share conversion or Share exchange, including 	the power to create one or more separate statutory trusts to which 	all or any part of the assets, liabilities, profits or losses of the 	 Trust may be transferred and to provide for the conversion of 	Shares of the Trust or any Series or Class thereof into beneficial 	interests in such separate statutory trust or trusts (or series or 	class thereof). (c)	Reorganization. The Board of Trustees, by vote of a majority of 	the Trustees, may cause the Trust to sell, convey and transfer all 	or substantially all of the assets of the Trust ("sale of Trust 	assets") or all or substantially all of the assets associated with 	any one or more Series ("sale of such Series' assets") or any one 	or more Classes ("sale of such Class's assets"), to another trust, 	statutory trust, partnership, limited partnership, limited liability 	 company, corporation or other association organized under the laws 	of any state, or to one or more separate series or class thereof, or 	 to the Trust to be held as assets associated with one or more other 	 Series or Classes of the Trust, in exchange for cash, shares or 	other securities (including, without limitation, in the case of a 	transfer to another Series or Class of the Trust, Shares of such 	other Series or Class) with such sale, conveyance and transfer 	either (a) being made subject to, or with the assumption by the 	transferee of, the liabilities associated with the Trust or the 	liabilities associated with the Series or Class the assets of which 	are so transferred, as applicable, or (b) not being made subject to, 	 or not with the assumption of, such liabilities. Any such sale, 	conveyance and transfer shall not require the vote of the 	Shareholders unless such vote is required by the 1940 Act; provided 	however, that the Board of Trustees shall provide at least thirty 	(30) days' prior written notice to the Shareholders of the Trust of 	any such sale of Trust assets, at least thirty (30) days' prior 	written notice to the Shareholders of a particular Series of any 	sale of such Series' assets, and at least thirty (30) days' prior 	written notice to the Shareholders of a particular Class of any sale 	 of such Class's assets. Following such sale of Trust assets, the 	Board of Trustees shall distribute such cash, shares or other 	securities ratably among the Shareholders of the Trust (giving due 	effect to the assets and liabilities associated with and any other 	differences among the various Series the assets associated with 	which have been so sold, conveyed and transferred, and due effect to 	 the differences among the various Classes within each such Series). 	 Following a sale of such Series' assets, the Board of Trustees 	shall distribute such cash, shares or other securities ratably among 	 the Shareholders of such Series (giving due effect to the 	differences among the various Classes within each such Series). 	Following a sale of such Class's assets, the Board of Trustees shall 	 distribute such cash, shares or other securities ratably among the 	Shareholders of such Class. If all of the assets of the Trust have 	been so sold, conveyed and transferred, the Trust shall be 	dissolved; and if all of the assets of a Series or Class have been 	so sold, conveyed and transferred, such Series and the Classes 	thereof, or such Class, shall be dissolved. In all respects not 	governed by the DSTA, the 1940 Act or other applicable law, the 	Board of Trustees shall have the power to prescribe additional 	procedures necessary or appropriate to accomplish such sale, 	conveyance and transfer, including the power to create one or more 	separate statutory trusts to which all or any part of the assets, 	liabilities, profits or losses of the Trust may be transferred and 	to provide for the conversion of Shares into beneficial interests in 	 such separate statutory trust or trusts. Section 3.	Master Feeder Structure. If permitted by the 1940 Act, 		the Board of Trustees, by vote of a majority of the Trustees, and 		without a Shareholder vote, may cause the Trust or any one or more 		Series to convert to a master feeder structure (a structure in 		which a feeder fund invests all of its assets in a master fund, 		rather than making investments in securities directly) and thereby 		cause existing Series of the Trust to either become feeders in a 		master fund, or to become master funds in which other funds are 		feeders. Section 4.	Absence of Appraisal or Dissenters' Rights. No 		Shareholder shall be entitled, as a matter of right, to relief 		as a dissenting Shareholder in respect of any proposal or action 		involving the Trust or any Series or any Class thereof. ARTICLE IX AMENDMENTS Section 1.	Amendments Generally. This Declaration of Trust may be 		restated and/or amended at any time by an instrument in writing 		signed by not less than a majority of the Board of Trustees and, to 		 the extent required by the 1940 Act or the requirements of any 		securities exchange on which Shares are listed for trading, by 		approval of such amendment by the Shareholders in accordance with 		Article III, Section 6 hereof and Article V hereof. Any such 		restatement and/or amendment hereto shall be effective immediately 		upon execution and approval or upon such future date and time as 		may be stated therein. The Certificate of Trust shall be restated 		and/or amended at any time by the Board of Trustees, without 		Shareholder approval, to correct any inaccuracy contained therein. 		 Any such restatement and/or amendment of the Certificate of Trust 		shall be executed by at least one (1) Trustee and shall be 		effective immediately upon its filing with the office of the 		Secretary of State of the State of Delaware or upon such future 		date as may be stated therein. ARTICLE X MISCELLANEOUS Section 1.	References; Headings; Counterparts. In this Declaration 		of Trust and in any restatement hereof and/or amendment hereto, 		references to this instrument, and all expressions of similar 		effect to "herein," "hereof" and "hereunder," shall be deemed to 		refer to this instrument as so restated and/or amended. Headings 		are placed herein for convenience of reference only and shall not 		be taken as a part hereof or control or affect the meaning, 		construction or effect of this instrument. Whenever the singular 		number is used herein, the same shall include the plural; and the 		neuter, masculine and feminine genders shall include each other, as 		 applicable. Any references herein to specific sections of the 		DSTA, the Code or the 1940 Act shall refer to such sections as 		amended from time to time or any successor sections thereof. This 		instrument may be executed in any number of counterparts, each of 		which shall be deemed an original. Section 2.	Applicable Law. This Declaration of Trust is created 		under and is to be governed by and construed and administered 		according to the laws of the State of Delaware and the applicable 		provisions of the 1940 Act and the Code; provided, that, all 		matters relating to or in connection with the conduct of 		Shareholders' and Trustees' meetings (excluding, however, the 		Shareholders' right to vote), including, without limitation, 		matters relating to or in connection with record dates, notices to 		Shareholders or Trustees, nominations and elections of Trustees, 		voting by, and the validity of, Shareholder proxies, quorum 		requirements, meeting adjournments, meeting postponements and 		inspectors, which are not specifically addressed in this 		Declaration of Trust, in the By-Laws or in the DSTA (other than 		DSTA Section 3809), or as to which an ambiguity exists, shall be 		governed by the Delaware General Corporation Law, and judicial 		interpretations thereunder, as if the Trust were a Delaware 		corporation, the Shareholders were shareholders of such Delaware 		corporation and the Trustees were directors of such Delaware 		corporation; provided, further, however, that there shall not be 		applicable to the Trust, the Trustees, the Shareholders or any 		other Person or to this Declaration of Trust or the By-Laws (a) 		the provisions of Sections 3533, 3540 and 3583(a) of Title 12 of 		the Delaware Code or (b) any provisions of the laws (statutory or 		common) of the State of Delaware (other than the DSTA) pertaining 		to trusts which relate to or regulate (i) the filing with any court 		 or governmental body or agency of trustee accounts or schedules of 		 trustee fees and charges, (ii) affirmative requirements to post 		bonds for trustees, officers, agents or employees of a trust, (iii) 		 the necessity for obtaining court or other governmental approval 		concerning the acquisition, holding or disposition of real or 		personal property, (iv) fees or other sums payable to trustees, 		officers, agents or employees of a trust, (v) the allocation of 		receipts and expenditures to income or principal, (vi) restrictions 		 or limitations on the permissible nature, amount or concentration 		of trust investments or requirements relating to the titling, 		storage or other manner of holding trust assets, or (vii) the 		establishment of fiduciary or other standards or responsibilities 		or limitations on the indemnification, acts or powers of trustees 		or other Persons, which are inconsistent with the limitations of 		liabilities or authorities and powers of the Trustees or officers 		of the Trust set forth or referenced in this Declaration of Trust 		or the By-Laws. The Trust shall be a Delaware statutory trust 		pursuant to the DSTA, and without limiting the provisions hereof, 		the Trust may exercise all powers which are ordinarily exercised by 		 such a statutory trust. Section 3.	Provisions in Conflict with Law or Regulations. (a)	The provisions of this Declaration of Trust are severable, and 	if the Board of Trustees shall determine, with the advice of counsel 	, that any of such provisions is in conflict with the 1940 Act, the 	Code, the DSTA, or with other applicable laws and regulations, the 	conflicting provision shall be deemed not to have constituted a part 	 of this Declaration of Trust from the time when such provisions 	became inconsistent with such laws or regulations; provided, however 	, that such determination shall not affect any of the remaining 	provisions of this Declaration of Trust or render invalid or 	improper any action taken or omitted prior to such determination. (b)	If any provision of this Declaration of Trust shall be held 	invalid or unenforceable in any jurisdiction, such invalidity or 	unenforceability shall attach only to such provision in such 	jurisdiction and shall not in any manner affect such provision in 	any other jurisdiction or any other provision of this Declaration of 	 Trust in any jurisdiction. Section 4.	Statutory Trust Only. It is the intention of the Trustees 		 to create hereby a statutory trust pursuant to the DSTA, and 		thereby to create the relationship of trustee and beneficial owners 		 within the meaning of the DSTA between, respectively, the Trustees 		 and each Shareholder. It is not the intention of the Trustees to 		create a general or limited partnership, limited liability company, 		 joint stock association, corporation, bailment, or any form of 		legal relationship other than a statutory trust pursuant to the 		DSTA. Nothing in this Declaration of Trust shall be construed to 		make the Shareholders, either by themselves or with the Trustees, 		partners or members of a joint stock association. Section 5.	Use of the Names "Franklin," "Templeton," "Fiduciary 		Trust," and/or "Institutional Fiduciary Trust". The Board of 		Trustees expressly agrees and acknowledges that the names "Franklin 		," "Templeton," "Fiduciary Trust," and "Institutional Fiduciary 		Trust" are the sole property of Franklin Resources, Inc. ("FRI"). 		FRI has granted to the Trust a non-exclusive license to use such 		names as part of the name of the Trust now and in the future. The 		Board of Trustees further expressly agrees and acknowledges that 		the non-exclusive license granted herein may be terminated by FRI 		if the Trust ceases to use FRI or one of its Affiliates as 		Investment Adviser or to use other Affiliates or successors of FRI 		for such purposes. In such event, the non-exclusive license may be 		 revoked by FRI and the Trust shall cease using the names "Franklin 		," "Templeton," "Fiduciary Trust," "Institutional Fiduciary Trust" 		or any name misleadingly implying a continuing relationship between 		 the Trust and FRI or any of its Affiliates, as part of its name 		unless otherwise consented to by FRI or any successor to its 		interests in such names. The Board of Trustees further understands and agrees that so long as FRI and/or any future advisory Affiliate of FRI shall continue to serve as the Trust's Investment Adviser, other registered open- or closed-end investment companies ("funds") as may be sponsored or advised by FRI or its Affiliates shall have the right permanently to adopt and to use the names "Franklin", "Templeton," "Fiduciary Trust" and/or "Institutional Fiduciary Trust" in their names and in the names of any series or Class of shares of such funds. IN WITNESS WHEREOF, the Trustees of Franklin Gold and Precious Metals Fund named below do hereby make and enter into this Declaration of Trust as of the date first written above. /s/ Harris J. Ashton Harris J. Ashton, Trustee /s/ Mary C. Choksi Mary C. Choksi, Trustee /s/ Gregory E. Johnson Gregory E. Johnson, Trustee /s/ J. Michael Luttig J. Michael Luttig, Trustee	/s/ Terrence J. Checki Terrence J. Checki, Trustee /s/ Edith E. Holiday Edith E. Holiday, Trustee /s/ Rupert H. Johnson Rupert H. Johnson, Jr., Trustee /s/ Larry D. Thompson Larry D. Thompson, Trustee /s/ John B. Wilson John B. Wilson, Trustee