any meeting either in person or by proxy in writing to any other Trustee or by letter. Whenever vacancies occur among the Trustees, the remaining Trustees may nevertheless act as though no vacancies existed save that such vacancies shall not be deemed to reduce the total number of Trustees where a three-fourths vote of the entire number of Trustees is required by this agree

ment.

Any Trustee or any firm or association of which he is a member, or any corporation of which he may be a stockholder, director or officer, may contract with the Export Company or be or become pecuniarily interested in any matter or transaction to which the Export Company may be a party or in which it may in any way be concerned, as fully as though he were not a Trustee.

The Trustees assume no responsibility for the management or any consequences of the management of the Export Company by the directors whom they shall elect, or for the consequences of any vote cast or other action taken by them as stockholders of the Export Company pursuant thereto, provided they cast such votes and take such action in the exercise of their best judgment and in good faith. The Trustees may appoint such agents and employ such persons as they may deem necessary to assist them in the performance of this trust, and shall not be personally liable for any act or omission of any person so employed by them, reasonable care having been exercised in the selection of such person. The Trustees shall not incur any responsibility for any error of law or fact, or for anything done or omitted under this agreement, except that each Trustee shall be liable for the consequences of his own individual negligence or wilful wrong.

The Trustees shall be fully empowered to act, and fully protected from all liability in acting, upon any writing or instrument believed by them to be genuine, and may accept any written demand, request, notice or other writing of the Export Company pursuant to this agreement, if executed by the President or any Vice-President of the Company under the corporate seal, attested by the Secretary or an Assistant Secretary.

All determinations by the Trustees of the proportions dividends received by them from the Export Company, payable to the Depositors, and of the amounts of any surpluses or deficits of the Export Company, shall be final and conclusive.

9. The Trustees shall act under this agreement without compensation, but on their demand shall be reimbursed, from time to time, by the then Depositors for all reasonable expenses and disbursements hereunder, or at their option, may reimburse themselves for expenses incurred and disbursements made out of any dividends received from the Export Company, before paying over such dividends to the then Depositors. The Depositors called upon for such reimbursement shall be liable therefor pro rata according to their stock holdings represented by their several holdings of trust certificates.

The GUARANTY TRUST COMPANY OF NEW YORK is hereby appointed the agent and depository of the Trustees to receive deposits of certificates of the capital stock of the Export Company and to execute and issue trust certificates as agent for, and in the name of, the Trustees, and to transfer said trust certificates, until such time as said Guaranty Trust Company of New York shall resign or be dissolved or otherwise disqualified from acting in such capacity, in any of which events the agent and depository appointed by the Trustees as hereinafter provided shall then exercise like functions.

If, through the resignation, dissolution or disability of said Guaranty Trust Company of New York to act as agent or depository of the Trustees hereunder, it shall, in the opinion of the Trustees, be advisable at any time during the continuance of this agreement to appoint another agent or depository, the Trustees shall have the full authority to make such appointment; provided that such agent or depository shall be a national bank or trust company having an office in the Borough of Manhattan, City and State of New York; and the Trustees shall forthwith, upon such appointment, file with the Export Company a written notice thereof.

The Guaranty Trust Company of New York shall incur no liability as the agent and depository of the Trustees by anything

done or permitted to be done at the request or permission of the Trustees, said capital stock of the Export Company deposited as above provided being intended to be wholly at the order and wholly under the control of the Trustees, and said Guaranty Trust Company of New York shall incur no liability whatsoever, except for its own wilful misconduct.

II. Any notice, offer, request, demand or communication hereunder provided to be given to or made upon the Trustees, shall be made in writing addressed to the Trustees at the New York office of the Export Company, and any notice, offer, request of the then Depositors lodged with the Trustees at least. sixty (60) days before the time of such expiration, this agreement shall be deemed renewed for an additional period of * * *.

12. This agreement shall continue in force and effect for a period of * * * from the date first above written, unless sooner terminated by the dissolution of the Export Company or the unanimous action of the then Depositors. Upon the written request of all of the then Depositors lodged with the Trustees at least sixty (60) days before the time of such expiration this agreement shall be deemed renewed for an additional period of ***.

13. This agreement may be simultaneously executed by the Trustees in several counterparts, each of which, so executed, shall be deemed to be an original; and such counterparts shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the Trustees have hereunto set their hands and seals as of the day and year first above written, and the parties of the first part have transferred and delivered their stock and accepted certificates issued under this agreement.

Trustees.

EXHIBIT XVII.

NAMUSA SOUTH AMERICAN CORPORATION.1

CERTIFICATE OF INCORPORATION.

We, the undersigned, all being of full age and citizens of the

1Published with the permission of the Namusa Corporation.

United States, and at least one being a resident of the State of New York, desiring to form a corporation pursuant to the provisions of the Business Corporations Law of the State of New York, do hereby make, sign and acknowledge and file this certificate for that purpose as follows: .

First: The name of the proposed corporation is

Namusa South American Corporation.

Second: The purposes for which it is to be formed are: (a) To facilitate the exportation of goods, wares and merchandise from the United States to foreign countries and to engage solely in export trade in accordance with the Act of Congress, entitled "An Act to promote export trade, and for other purposes," (Public 126, 65th Congress) approved April 10, 1918, and any acts amendatory thereof or supplementary thereto, and any and all lawful orders and regulations of the Federal Trade Commission thereunder;

(b) To the end that each member or holder of the corporation's stock, without par value, may obtain, in trade and commerce in export from the United States to foreign nations, the benefits of the co-operation intended by said Act of Congress;

(c) To act in said export trade as principal or as the agent, broker, consignee or factor of others in respect to the acquisition, shipment, purchase, sale, contracting for, dealing in, trade and commerce in, or other disposition of commodities;

(d) To investigate commercial conditions in foreign nations, and elsewhere affecting export trade and to collect, circulate, or otherwise utilize statistics and other information relating thereto;

(e) To subscribe to become a member of, and co-operate with others, particularly with the National Association of Manufacturers of the United States of America and its Foreign Trade Department, whether incorporated or not, engaged in business similar, related or incidental to that of the corporation and to make arrangements with groups thereof for the promotion or carrying on of export trade, and to purchase, acquire, hold and dispose of shares or obligations of any such corporations, domestic or foreign;

i.1

(f) To acquire, ship, buy, sell, contract for, deal in, engage in

trade or commerce in, or otherwise dispose of products which are for export, or are to be exported, or are in the course of being exported, or have been exported from the United States or any territory thereof to any foreign nation;

(g) To purchase, lease, charter or acquire, build, erect, maintain, operate and manage offices, warehouses, docks and other plant and equipment for the purposes of the corporation;

(h) To buy, or otherwise acquire, hold, lease, sell, exchange, mortgage, pledge or otherwise dispose of any property, real or personal, rights, franchises or good will, which the purposes of the corporation shall require, subject to such limitations as may be prescribed by law;

(i) To borrow or raise money for the purposes of the corporation, to secure the same and any interest thereon and for that purpose or for any other purpose permitted by law and subject to the restrictions and conditions thereby imposed, to mortgage and charge all or any part of the property, rights and franchises of the corporation and to issue, sell, pledge or otherwise dispose of its notes, bonds, debentures and other evidences of indebtedness and to draw, make, accept, endorse, execute and issue promissory notes, bills of exchange, warrants and other negotiable or transferable instruments;

(j). To make, purchase or otherwise acquire, deal in and carry out any contracts for, or in relation to any of the foregoing purposes of this corporation that may be necessary and lawful;

(k) To conduct and transact the business of the corporation in any or all of its branches in the State of New York or elsewhere and to do any and all things necessary, suitable and proper for the accomplishment of any of the purposes hereinbefore set out, either alone or in association with other corporations, firms or individuals, and to do every other act or acts incidental to the aforesaid purposes, and which may now or hereafter be lawful for the corporation to do or exercise under and in pursuance of the Business Corporations Law of the State of New York, or any other law that may now or hereafter be applicable to the corporation;

(1) The foregoing clauses shall be construed both as objects