OUTSIDE BUSINESSES.
ANY COVERED PERSON, THE SPONSOR, THE DELAWARE
TRUSTEE AND THE INSTITUTIONAL TRUSTEE (SUBJECT TO SECTION 4.3(C)) MAY ENGAGE IN
OR POSSESS AN INTEREST IN OTHER BUSINESS VENTURES OF ANY NATURE OR DESCRIPTION,
INDEPENDENTLY OR WITH OTHERS, SIMILAR OR DISSIMILAR TO THE BUSINESS OF THE
TRUST, AND THE TRUST AND THE HOLDERS OF SECURITIES SHALL HAVE NO RIGHTS BY
VIRTUE OF THIS DECLARATION IN AND TO SUCH INDEPENDENT VENTURES OR THE INCOME OR
PROFITS DERIVED THEREFROM, AND THE PURSUIT OF ANY SUCH VENTURE, EVEN IF
COMPETITIVE WITH THE BUSINESS OF THE TRUST, SHALL NOT BE DEEMED WRONGFUL OR
IMPROPER.
NONE OF ANY COVERED PERSON, THE SPONSOR, THE DELAWARE TRUSTEE OR THE
INSTITUTIONAL TRUSTEE SHALL BE OBLIGATED TO PRESENT ANY PARTICULAR INVESTMENT OR
OTHER OPPORTUNITY TO THE TRUST EVEN IF SUCH OPPORTUNITY IS OF A CHARACTER THAT,
IF PRESENTED TO THE TRUST, COULD BE TAKEN BY THE TRUST, AND ANY COVERED PERSON,
THE SPONSOR, THE DELAWARE TRUSTEE AND THE INSTITUTIONAL TRUSTEE SHALL HAVE THE
RIGHT TO TAKE FOR ITS OWN ACCOUNT (INDIVIDUALLY OR AS A PARTNER OR FIDUCIARY) OR
TO RECOMMEND TO OTHERS ANY SUCH PARTICULAR INVESTMENT OR OTHER OPPORTUNITY.
ANY
COVERED PERSON, THE DELAWARE TRUSTEE AND THE INSTITUTIONAL TRUSTEE MAY ENGAGE OR
BE INTERESTED IN ANY FINANCIAL OR OTHER TRANSACTION WITH THE SPONSOR OR ANY
AFFILIATE OF THE SPONSOR, OR MAY ACT AS DEPOSITARY FOR, TRUSTEE OR AGENT FOR, OR
ACT ON ANY COMMITTEE OR BODY OF HOLDERS OF, SECURITIES OR OTHER OBLIGATIONS OF
THE SPONSOR OR ITS AFFILIATES.
SECTION 9.6.
COMPENSATION; FEE.
(A)
THE SPONSOR AGREES:
(I)
TO PAY TO THE TRUSTEES FROM TIME TO TIME
SUCH COMPENSATION FOR ALL SERVICES RENDERED BY THEM HEREUNDER AS THE PARTIES
SHALL AGREE IN WRITING FROM TIME TO TIME (WHICH COMPENSATION SHALL NOT BE
LIMITED BY ANY PROVISION OF LAW IN REGARD TO THE COMPENSATION OF A TRUSTEE OF AN
EXPRESS TRUST); AND
(II)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN, TO REIMBURSE EACH OF THE TRUSTEES UPON REQUEST FOR ALL REASONABLE,
DOCUMENTED EXPENSES, DISBURSEMENTS AND ADVANCES INCURRED OR MADE BY SUCH PERSON
IN ACCORDANCE WITH ANY PROVISION OF THIS DECLARATION (INCLUDING THE REASONABLE
COMPENSATION AND THE EXPENSES AND DISBURSEMENTS OF SUCH PERSON'S AGENTS AND
COUNSEL), EXCEPT ANY SUCH EXPENSE, DISBURSEMENT OR ADVANCE ATTRIBUTABLE TO SUCH
PERSON'S NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH.
(B)
THE PROVISIONS OF THIS SECTION SHALL SURVIVE
THE DISSOLUTION OF THE TRUST AND THE TERMINATION OF THIS DECLARATION AND THE
REMOVAL OR RESIGNATION OF ANY TRUSTEE.
ARTICLE X
ACCOUNTING
SECTION 10.1.
FISCAL YEAR.
THE FISCAL YEAR (THE "FISCAL YEAR") OF THE TRUST
SHALL BE THE CALENDAR YEAR, OR SUCH OTHER YEAR AS IS REQUIRED BY THE CODE.
SECTION 10.2.
CERTAIN ACCOUNTING MATTERS.
45
(A)
AT ALL TIMES DURING THE EXISTENCE OF THE
TRUST, THE ADMINISTRATORS SHALL KEEP, OR CAUSE TO BE KEPT, AT THE PRINCIPAL
OFFICE OF THE TRUST IN THE UNITED STATES, AS DEFINED FOR PURPOSES OF TREASURY
REGULATIONS § 301.7701-7, FULL BOOKS OF ACCOUNT, RECORDS AND SUPPORTING
DOCUMENTS, WHICH SHALL REFLECT IN REASONABLE DETAIL EACH