Common use of Description of Shares Clause in Contracts

Description of Shares. The beneficial interest in the Trust shall consist of one class of no-par Shares; however, the Trustees have authority to divide the class of Shares into Series of Shares each of which Series of Shares shall be a separate and distinct Sub-Trust of the Trust, as they deem necessary or desirable. Each Sub-Trust of Shares established will be deemed to be a separate Trust under Massachusetts General Laws Chapter 182. The Trustees shall have exclusive powers without Shareholder approval to establish any Sub-Trust and to determine the relative rights and preferences between the Shares of the separate Sub-Trusts as to right of redemption and the price, terms and manner of redemption, special and relative rights as to dividends and other distributions and on liquidation, sinking or purchase fund provisions, conversion rights, and conditions under which the several Sub-Trusts shall have separate voting rights or no voting rights. In addition, the Trustees shall have exclusive power, without the requirement of Shareholder approval, to issue classes of Shares of any Sub-Trust or divide the Shares of any Sub-Trust into classes, each class having such difference dividend, liquidation, voting and other rights as the Trustees may determine, and may establish and designate the specific classes of Shares of each Sub-Trust. The fact that a Sub-Trust shall have initially been established and designated without any specific establishment or designation or classes (i.e., that all Shares of such Sub-Trust are initially of a single class), or that a Sub-Trust shall have more than one established and designated class, shall not limit the authority of the Trustees to establish and designate separate classes, or one or more further classes, of said Sub-Trust without approval of the holders of the initial class thereof, or previously established and designated class or classes thereof, provided that the establishment and designation of such further separate classes would not adversely affect the rights of the holders of the initial or previously established and designated class or classes.

Description of Shares. The beneficial interest in the Trust shall consist of one class of no-be divided into Shares, all without par Shares; howevervalue, and the Trustees shall have the authority from time to time (a) to divide the class of Shares into two or more Series of Shares (each of which Series of Shares shall be a separate and distinct Sub-Trust of the Trust, including without limitation that Sub-Trust specifically established and designated in Section 4.2) and (b) to divide the Shares and Series of Shares into two or more classes of Shares, as they deem necessary or desirable. Each Sub-Trust of Shares established will hereunder shall be deemed to be a separate Trust trust under Massachusetts General Laws Chapter 182. The Trustees shall have exclusive powers power without Shareholder the requirement of shareholder approval to establish any and designate such separate and distinct Sub-Trust Trusts, and to fix and determine the relative rights and preferences as between the Shares of the separate Sub-Trusts Trusts, and as between the classes of Shares, as to right of redemption and the price, terms and manner of redemption, special and relative rights as to dividends and other distributions and on liquidation, sinking or purchase fund provisions, conversion rights, and conditions under which the several Sub-Trusts shall have separate voting rights or no voting rights. In addition, fees and such other relative rights and preferences as the Trustees shall have exclusive powermay determine appropriate. "The number of authorized Shares and the number of Shares of each Sub-Trust that may be issued is unlimited, without and the requirement of Shareholder approval, to Trustees may issue classes of Shares of any Sub-Trust for such consideration and on such terms as they may determine (or divide for no consideration if pursuant to a Share dividend or split-up), all without action or approval of the Shareholders. All Shares when so issued on the terms determined by the Trustees shall be fully paid and non-assessable (but may be subject to mandatory contribution back to the Trust as provided in subsection (h) of Section 4.2. The Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Sub-Trust into one or more Sub-Trusts that may be established and designated from time to time and into such additional classes of Shares as may be established and designated from time to time. The Trustees may hold as treasury Shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Sub-Trust into classesreacquired by the Trust." FURTHER RESOLVED, that a new class of Shares be, and it hereby is, established and designated, to be known as the "Advisor Class" or by such other name as the officers of the Trust may deem appropriate, and that said Advisor Class shall be subject to the Rule 18f-3 Plan, substantially in the form submitted to the Trustees at this meeting, with any changes thereto as may hereafter be approved by counsel, which Rule 18f-3 Plan sets forth the separate arrangements and expense allocations of each class having such difference dividend, liquidation, voting and other rights as the Trustees may determine, and may establish and designate the specific classes of Shares of the Trust, and the officers of the Trust be, and singly hereby is, authorized and directed to file with the Securities and Exchange Commission said Rule 18f-3 Plan as soon hereafter as practical; and such officers shall be, and each Sub-Trustsingly hereby is, authorized to prepare, acknowledge and file such other documents and take such further action as to any such officer shall appear appropriate or advisable in order to carry into effect the purposes of this resolutions. The fact FURTHER RESOLVED, that a Trust is hereby authorized and empowered to issue an unlimited number of each class of Shares of the Sub-Trust shall have initially been established and designated without any specific establishment or designation or classes known as the "▇. ▇▇▇▇ Price New America Growth Fund Shares," including the class referred to in the foregoing resolution as the "Advisor Class," for such consideration as it deems appropriate (i.e., that all Shares but not less than the net asset value of such Sub-Trust are initially of a single classShares), or ; and that a Sub-Trust shall have more than one established and designated class, shall not limit the authority officers of the Trustees Trust be, and each singly hereby is, authorized and empowered to establish execute all instruments and designate separate classes, documents and to take all actions as they or any one of them in his or more further classes, her sole discretion deems necessary or appropriate to carry out the intents and purposes of said Sub-Trust without approval this resolution and of the holders of the initial class thereof, or previously established and designated class or classes thereof, provided that the establishment and designation of such further separate classes would not adversely affect the rights of the holders of the initial or previously established and designated class or classesforegoing resolutions.

Description of Shares. The beneficial interest in the Trust shall consist of one class of no-be divided into Shares, all without par Shares; howevervalue, but the Trustees shall have the authority from time to divide the class of time to issue Shares into in one or more Series of Shares (each of which Series of Shares shall be represent the beneficial interest in a separate and distinct Sub-Trust of the Trust, including without limitation those Sub-Trusts specifically established and designated in Section 4.2), as they deem necessary or desirable. Each For all purposes under this Declaration of Trust or otherwise, including, without implied limitation, (i) with respect to the rights of creditors and (ii) for purposes of interpreting the relevant rights of each Sub-Trust and the Shareholders of Shares each Sub-Trust, each Sub-Trust established will hereunder shall be deemed to be a separate Trust under Massachusetts General Laws Chapter 182trust. The Trustees shall have exclusive powers power without the requirement of Shareholder approval to establish any and designate such separate and distinct Sub-Trust Trusts, and to fix and determine the relative rights and preferences as between the Shares of the separate Sub-Trusts as to right of redemption and the price, terms and manner of redemption, special and relative rights as to dividends and other distributions and on liquidation, sinking or purchase fund provisions, conversion rights, and conditions under which the several Sub-Trusts shall have separate voting rights or no voting rights. In addition, the Trustees shall have exclusive power, without the requirement of Shareholder approval, to issue classes of Shares of any Sub-Trust or divide the Shares of any Sub-Trust into classes, each class having such difference different dividend, liquidation, voting and other rights as the Trustees may determine, and may establish and designate the specific classes of Shares of each Sub-Trust. The fact that a Sub-Trust shall have initially been established and designated without any specific establishment or designation or of classes (i.e., that all Shares of such Sub-Trust are initially of a single class), or that a Sub-Trust shall have more than one established and designated class, shall not limit the authority of the Trustees to establish and designate separate classes, or one or more further classes, of said Sub-Trust without approval of the holders of the initial class thereof, or previously established and designated class or classes thereof, provided that the establishment and designation of such further separate classes would not adversely affect the rights of the holders of the initial or previously established and designated class or classes.

Description of Shares. The beneficial interest in the Trust shall consist of one class of no-be divided into Shares, all with $.001 par Shares; howevervalue, but the Trustees shall have the authority from time to divide the class of time to issue Shares into in one or more Series of Shares (each of which Series of Shares shall be represent the beneficial interest in a separate and distinct Sub-Trust of the Trust, including without limitation each Sub-Trust specifically established and designated in Section 4.2), as they deem necessary or desirable. Each For all purposes under this Declaration of Trust or otherwise, including, without implied limitation, (i) with respect to the rights of creditors and (ii) for purposes of interpreting the relevant rights of each Sub-Trust and the Shareholders of Shares each Sub-Trust, each Sub-Trust established will hereunder shall be deemed to be a separate Trust under Massachusetts General Laws Chapter 182trust. The Trustees shall have exclusive powers power without the requirement of Shareholder approval to establish any and designate such separate and distinct Sub-Trust Trusts, and to fix and determine the relative rights and preferences as between the Shares shares of the separate Sub-Trusts as to right of redemption and the price, terms and manner of redemption, special and relative rights as to dividends and other distributions and on liquidation, sinking or purchase fund provisions, conversion rights, and conditions under which the several Sub-Trusts shall have separate voting rights or no voting rights. In addition, the Trustees shall have exclusive power, without the requirement of Shareholder approval, to issue classes of Shares of any Sub-Trust or divide the Shares of any Sub-Trust into classes, each class having such difference different dividend, liquidation, voting and other rights as the Trustees may determine, and may establish and designate the specific classes of Shares of each Sub-Trust. The fact that a Sub-Trust shall have initially been established and designated without any specific establishment or designation or of classes (i.e., that all Shares of such Sub-Trust are initially of a single class), or that a Sub-Trust shall have more than one established and designated class, shall not limit the authority of the Trustees to establish and designate separate classes, or one or more further additional classes, of said Sub-Trust without approval of the holders of the initial class thereof, or previously established and designated class or classes thereof, provided that the establishment and designation of such further separate classes would not adversely affect the rights of the holders of the initial or previously established and designated class or classes.

Description of Shares. The beneficial interest in the Trust shall consist of one class of no-be divided into Shares, all without par Shares; howevervalue, but the Trustees shall have the authority from time to divide the class of time to issue Shares into in one or more Series of Shares (each of which Series of Shares shall be represent the beneficial interest in a separate and distinct Sub-Trust of the Trust, including without limitation those Sub-Trusts specifically established and designated in Section 4.2), as they deem necessary or desirable. Each For all purposes under this Declaration of Trust or otherwise, including, without implied limitation, (i) with respect to the rights of creditors and (ii) for purposes of interpreting the relevant rights of each Sub-Trust and the Shareholders of Shares each Sub-Trust, each Sub-Trust established will hereunder shall be deemed to be a separate Trust under Massachusetts General Laws Chapter 182trust. The Trustees shall have exclusive powers power without the requirement of Shareholder approval to establish any and designate such separate and distinct Sub-Trust Trusts, and to fix and determine the relative rights and preferences as between the Shares of the separate Sub-Trusts as to right of redemption and the price, terms and manner of redemption, special and relative rights as to dividends and other distributions and on liquidation, sinking or purchase fund provisions, conversion rights, and conditions under which the several Sub-Trusts shall have separate voting rights or no voting rights. In addition, the Trustees shall have exclusive power, without the requirement of Shareholder approval, to issue classes of Shares of any Sub-Trust or divide the Shares of any Sub-Trust into classes, each class having such difference different dividend, liquidation, voting and other rights as the Trustees may determine, and may establish and designate the specific classes of Shares of each Sub-Trust. The fact that a Sub-Trust shall have initially been established and designated without any specific establishment or designation or of classes (i.e., that all Shares of such Sub-Trust are initially of a single class), or that a Sub-Trust shall have more than one established and designated class, shall not limit the authority of the Trustees to establish and designate separate classes, or one or more further classes, of said Sub-Trust without approval of the holders of the initial class thereof, or previously established and designated class or classes thereof, provided that the establishment and designation of such further separate classes would not adversely affect the rights of the holders of the initial or previously established and designated class or classes.. The number of authorized Shares and the number of Shares of each Sub-Trust or class thereof that may be issued is unlimited, and the Trustees may issue Shares of any Sub-Trust or class thereof for such consideration and on such terms as they may determine (or for no

Description of Shares. The beneficial interest in the Trust shall consist of one class of no-be divided into Shares, all without par Shares; howevervalue, but the Trustees shall have the authority from time to divide the class of time to issue Shares into in one or more Series of Shares (each of which Series of Shares shall be represent the beneficial interest in a separate and distinct Sub-Trust of the Trust, including without limitation those Sub-Trusts specifically established and designated in Section 4.2), as they deem necessary or desirable. Each For all purposes under this Declaration of Trust or otherwise, including, without implied limitation, (i) with respect to the rights of creditors and (ii) for purposes of interpreting the relevant rights of each Sub-Trust and the Shareholders of Shares each Sub-Trust, each Sub-Trust established will hereunder shall be deemed to be a separate Trust under Massachusetts General Laws Chapter 182trust. The Trustees shall have exclusive powers power without the requirement of Shareholder approval to establish any and designate such separate and distinct Sub-Trust Trusts, and to fix and determine the relative rights and preferences as between the Shares of the separate Sub-Trusts as to right of redemption and the price, terms and manner of redemption, special and relative rights as to dividends and other distributions and on liquidation, sinking or purchase fund provisions, conversion rights, and conditions under which the several Sub-Trusts shall have separate voting rights or no voting rights. In addition, the Trustees shall have exclusive power, without the requirement of Shareholder approval, to issue classes of Shares of any Sub-Trust or divide the Shares of any Sub-Trust into classes, each class having such difference different dividend, liquidation, voting and other rights as the Trustees may determine, and may establish and designate the specific classes of Shares of each Sub-Trust. The fact that a Sub-Trust shall have initially been established and designated without any specific establishment or designation or of classes (i.e., that all Shares of such Sub-Trust are initially of a single class), or that a Sub-Trust shall have more than one established and designated class, shall not limit the authority of the Trustees to establish and designate separate classes, or one or more further classes, of said Sub-Trust without approval of the holders of the initial class thereof, or previously established and designated class or classes thereof, provided that the establishment and designation of such further separate classes would not adversely affect the rights of the holders of the initial or previously established and designated class or classes. The number of authorized Shares and the number of Shares of each Sub-Trust or class thereof that may be issued is unlimited, and the Trustees may issue Shares of any Sub-Trust or class thereof for such consideration and on such terms as they may determine (or for no consideration if pursuant to a Share dividend or split-up), all without action or approval of the Shareholders. All Shares when so issued on the terms determined by the Trustees shall be fully paid and non-assessable (but may be subject to mandatory contribution back to the Trust as provided in subsection (h) of Section 4.2). The Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Sub-Trust or class thereof into one or more Sub-Trusts or classes thereof that may be established and designated from time to time. The Trustees may hold as treasury Shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Sub-Trust or class thereof reacquired by the Trust. The Trustees may from time to time close the transfer books or establish record dates and times for the purpose of determining the holders of Shares entitled to be treated as such, to the extent provided or referred to in Section 5.3. The establishment and designation of any Sub-Trust or of any class of Shares of any Sub-Trust in addition to those established and designated in Section 4.2 shall be effective upon the execution by a majority of the then Trustees of an instrument setting forth such establishment and designation and the relative rights and preferences of the Shares of such Sub-Trust or class, or as otherwise provided in such instrument. At any time that there are no Shares outstanding of any particular Sub-Trust or class previously established and designated, the Trustees may by an instrument executed by a majority of their number (or by an instrument executed by an officer of the Trust pursuant to the vote of a majority of the Trustees) abolish that Sub-Trust or class and the establishment and designation thereof. Each instrument referred to in this paragraph shall have the status of an amendment to this Declaration of Trust. Any Trustee, officer or other agent of the Trust, and any organization in which any such person is interested may acquire, own, hold and dispose of Shares of any Sub-Trust (including any classes thereof) of the Trust to the same extent as if such person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares of any Sub-Trust (including any classes thereof) from any such person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of Shares of such Sub-Trust (including any classes thereof) generally.

Description of Shares. The beneficial interest in the Trust shall consist of one class of no-no- par Shares; however, the Trustees have authority to divide the class of Shares into Series of Shares Shares, each of which Series of Shares shall be a separate and distinct Sub-Trust of the Trust, as they deem necessary or desirable. Each Sub-Trust of Shares established will be deemed to be a separate Trust under Massachusetts General Laws Chapter 182. The Trustees shall have exclusive powers without Shareholder approval to establish any Sub-Trust and to determine the relative rights and preferences between the Shares of the separate Sub-Sub- Trusts as to right of redemption and the price, terms and manner of redemption, special and relative rights as to dividends and other distributions and on liquidation, sinking or purchase fund provisions, conversion rights, and conditions under which the several Sub-Trusts shall have separate voting rights or no voting rights. In addition, the Trustees shall have exclusive power, without the requirement of Shareholder approval, to issue classes of Shares of any Sub-Trust or divide the Shares of any Sub-Trust into classes, each class having such difference dividend, liquidation, voting and other rights as the Trustees may determine, and may establish and designate the specific classes of Shares of each Sub-Trust. The fact that a Sub-Trust shall have initially been established and designated without any specific establishment or designation or classes (i.e., that all Shares of such Sub-Trust are initially of a single class), or that a Sub-Trust shall have more than one established and designated class, shall not limit the authority of the Trustees to establish and designate separate classes, or one or more further classes, of said Sub-Trust without approval of the holders of the initial class thereof, or previously established and designated class or classes thereof, provided that the establishment and designation of such further separate classes would not adversely affect the rights of the holders of the initial or previously established and designated class or classes.. The number of authorized Shares and the number of Shares of each Sub-Trust or class thereof that may be issued is unlimited, and the Trustees may issue Shares of any Sub-Trust or class thereof for such consideration and on such terms as they may determine (or for no consideration if pursuant to a Share dividend or split-up), all without action or approval of the Shareholders. All Shares when so issued on the terms determined by the Trustees shall be fully paid and nonassessable (but may be subject to mandatory contribution SECOND AMENDED AND RESTATED MASTER TRUST AGREEMENT

Description of Shares. The beneficial interest in the Trust shall consist of one class of no-par Shares; however, the Trustees have authority to divide the class of Shares into Series of Shares each of which Series of Shares shall be a separate and distinct Sub-Trust of the Trust, as they deem necessary or desirable. Each Sub-Trust of Shares established will be deemed to be a separate Trust under Massachusetts General Laws Chapter 182. The Trustees shall have exclusive powers without Shareholder approval to establish any Sub-Trust and to determine the relative rights and preferences between the Shares of the separate Sub-Trusts as to right of redemption and the price, terms and manner of redemption, special and relative rights as to dividends and other distributions and on liquidation, sinking or purchase fund provisions, conversion rights, and conditions under which the several Sub-Trusts shall have separate voting rights or no voting rights. In addition, the Trustees shall have exclusive power, without the requirement of Shareholder approval, to issue classes of Shares of any Sub-Trust or divide the Shares of any Sub-Trust into classes, each class having such difference dividend, liquidation, voting and other rights as the Trustees may determine, and may establish and designate the specific classes of Shares of each Sub-Trust. The fact that a Sub-Trust shall have initially been established and designated without any specific establishment or designation or classes (i.e., that all Shares of such Sub-Trust are initially of a single class), or that a Sub-Trust shall have more than one established and designated class, shall not limit the authority of the Trustees to establish and designate separate classes, or one or more further classes, of said Sub-Trust without approval of the holders of the initial class thereof, or previously established and designated class or classes thereof, provided that the establishment and designation of such further separate classes would not adversely affect the rights of the holders of the initial or previously established and designated class or classes.. The number of authorized Shares and the number of Shares of each Sub-Trust or class thereof that may be issued is unlimited, and the Trustees may issue Shares of any Sub-Trust or class thereof for such consideration and on such terms as they may determine (or for no consideration if pursuant to a Share dividend or split-up), all without action or approval of the Shareholders. All Shares when so issued on the terms determined by the Trustees shall be fully paid and non-assessable (but may be subject to mandatory contribution back to the Trust as provided in subsection

Description of Shares. The beneficial interest in the Trust shall consist of one class of no-be divided into Shares, all with par Shares; howevervalue $.001 per Share, but the Trustees shall have the authority from time to divide the class of time to issue Shares into in one or more Series of Shares (each of which Series of Shares shall be a separate and distinct Sub-Trust of the Trust, including without limitation those Sub-Trusts specifically established and designated in Section 4.2), as they deem necessary or desirable. Each For all purposes under this Declaration of Trust or otherwise, including, without implied limitation: (i) with respect to the rights of creditors and (ii) for purposes of interpreting the relative rights of each Sub-Trust and the Shareholders of Shares each Sub-Trust, each Sub-Trust established will hereunder shall be deemed to be a separate Trust under Massachusetts General Laws Chapter 182trust. The Trustees shall have exclusive powers power without the requirement of Shareholder approval to establish any and designate such separate and distinct Sub-Trust Trusts, and to fix and determine the relative rights and preferences as between the Shares shares of the separate Sub-Trusts as to right of redemption and the price, terms and manner of redemption, special and relative rights as to dividends and other distributions and on liquidation, sinking or purchase fund provisions, conversion rights, and conditions under which the several Sub-Trusts shall have separate voting rights or no voting rights. In addition, the Trustees shall have exclusive power, without the requirement of Shareholder approval, to issue classes of Shares of any Sub-Trust or divide the Shares of any Sub-Trust into classes, each class having such difference different dividend, liquidation, voting and other rights as the Trustees may determine, and may establish and designate the specific classes of Shares of each Sub-Trust. The fact that a Sub-Trust shall have initially been established and designated without any specific establishment or designation or of classes (i.e., that all Shares of such Sub-Trust are initially of a single class), or that a Sub-Trust shall have more than one established and designated class, shall not limit the authority of the Trustees to establish and designate separate classes, or one or more further classes, of said Sub-Trust without approval of the holders of the initial class thereof, or previously established and designated class or classes thereof, provided that the establishment and designation of such further separate classes would not adversely affect the rights of the holders of the initial or previously established and designated class or classes.

Description of Shares. The beneficial interest in the Trust shall consist of one class of no-be divided into Shares, all without par Shares; howevervalue, but the Trustees shall have the authority from time to divide the class of time to issue Shares into in one or more Series of Shares (each of which Series of Shares shall be represent the beneficial interest in a separate and distinct Sub-Trust of the Trust, including without limitation those Sub-Trusts specifically established and designated in Section 4.2), as they deem necessary or desirable. Each For all purposes under this Declaration of Trust or otherwise, including, without implied limitation, (i) with respect to the rights of creditors and (ii) for purposes of interpreting the relevant rights of each Sub-Trust and the Stockholders of Shares each Sub-Trust, each Sub-Trust established will hereunder shall be deemed to be a separate Trust under Massachusetts General Laws Chapter 182trust. The Trustees shall have exclusive powers power without Shareholder the requirement of shareholder approval to establish any and designate such separate and distinct Sub-Trust Trusts, and to fix and determine the relative rights and preferences as between the Shares shares of the separate Sub-Trusts as to right of redemption and the price, terms and manner of redemption, special and relative rights as to dividends and other distributions and on liquidation, sinking or purchase fund provisions, conversion rights, and conditions under which the several Sub-Trusts shall have separate voting rights or no voting rights. In addition, the Trustees shall have exclusive power, without the requirement of Shareholder approval, to issue classes of Shares of any Sub-Trust or divide the Shares of any Sub-Trust into classes, each class having such difference different dividend, liquidation, voting and other rights as the Trustees may determine, and may establish and designate the specific classes of Shares of each Sub-Trust. The fact that a Sub-Trust shall have initially been established and designated without any specific establishment or designation or of classes (i.e., that all Shares of such Sub-Trust are initially of a single class), or that a Sub-Trust shall have more than one established and designated class, shall not limit the authority of the Trustees to establish and designate separate classes, or one or more further classes, of said Sub-Trust without approval of the holders of the initial class thereof, or previously established and designated class or classes thereof, provided that the establishment and designation of such further separate classes would not adversely affect the rights of the holders of the initial or previously established and designated class or classes.

Description of Shares. The beneficial interest in the Trust shall consist of one class of no-be divided into Shares, all without par Shares; howevervalue, and the Trustees shall have the authority from time to time (a) to divide the class of Shares into two or more Series of Shares (each of which Series of Shares shall be a separate and distinct Sub-Trust of the Trust, including without limitation that Sub-Trust specifically established and designated in Section 4.2) and (b) to divide the Shares and Series of Shares into two or more classes of Shares, as they deem necessary or desirable. Each Sub-Trust of Shares established will hereunder shall be deemed to be a separate Trust trust under Massachusetts General Laws Chapter 182. The Trustees shall have exclusive powers power without Shareholder the requirement of shareholder approval to establish any and designate such separate and distinct Sub-Trust Trusts, and to fix and determine the relative rights and preferences as between the Shares of the separate Sub-Trusts Trusts, and as between the classes of Shares, as to right of redemption and the price, terms and manner of redemption, special and relative rights as to dividends and other distributions and on liquidation, sinking or purchase fund provisions, conversion rights, and conditions under which the several Sub-Trusts shall have separate voting rights or no voting rights. In addition, fees and such other relative rights and preferences as the Trustees shall have exclusive powermay determine appropriate. "The number of authorized Shares and the number of Shares of each Sub-Trust that may be issued is unlimited, without and the requirement of Shareholder approval, to Trustees may issue classes of Shares of any Sub-Trust for such consideration and on such terms as they may determine (or divide for no consideration if pursuant to a Share dividend or split-up), all without action or approval of the Shareholders. All Shares when so issued on the terms determined by the Trustees shall be fully paid and non-assessable (but may be subject to mandatory contribution back to the Trust as provided in subsection (h) of Section 4.2. The Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Sub-Trust into one or more Sub-Trusts that may be established and designated from time to time and into such additional classes of Shares as may be established and designated from time to time. The Trustees may hold as treasury Shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Sub-Trust into classesreacquired by the Trust." FURTHER RESOLVED, that a new class of Shares be, and it hereby is, established and designated, to be known as the "Advisor Class" or by such other name as the officers of the Trust may deem appropriate, and that said Advisor Class shall be subject to the Rule 18f-3 Plan, substantially in the form submitted to the Trustees at this meeting, with any changes thereto as may hereafter be approved by counsel, which Rule 18f-3 Plan sets forth the separate arrangements and expense allocations of each class having such difference dividend, liquidation, voting and other rights as the Trustees may determine, and may establish and designate the specific classes of Shares of the Trust, and the officers of the Trust be, and singly hereby is, authorized and directed to file with the Securities and Exchange Commission said Rule 18f-3 Plan as soon hereafter as practical; and such officers shall be, and each Sub-Trustsingly hereby is, authorized to prepare, acknowledge and file such other documents and take such further action as to any such officer shall appear appropriate or advisable in order to carry into effect the purposes of this resolutions. The fact FURTHER RESOLVED, that a Trust is hereby authorized and empowered to issue an unlimited number of each class of Shares of the Sub-Trust shall have initially been established and designated without any specific establishment or designation or classes known as the "▇. ▇▇▇▇ Price Capital Appreciation Fund Shares," including the class referred to in the foregoing resolution as the "Advisor Class," for such consideration as it deems appropriate (i.e., that all Shares but not less than the net asset value of such Sub-Trust are initially of a single classShares), or ; and that a Sub-Trust shall have more than one established and designated class, shall not limit the authority officers of the Trustees Trust be, and each singly hereby is, authorized and empowered to establish execute all instruments and designate separate classes, documents and to take all actions as they or any one of them in his or more further classes, her sole discretion deems necessary or appropriate to carry out the intents and purposes of said Sub-Trust without approval this resolution and of the holders of the initial class thereof, or previously established and designated class or classes thereof, provided that the establishment and designation of such further separate classes would not adversely affect the rights of the holders of the initial or previously established and designated class or classesforegoing resolutions.

Description of Shares. The beneficial interest in the Trust shall consist of one class of no-be divided into Shares, all with $0.0001 par Shares; howevervalue, but the Trustees shall have the authority from time to divide the class of time to issue Shares into in one or more Series of Shares (each of which Series of Shares shall be represent the beneficial interest in a separate and distinct Sub-Trust of the Trust, including without limitation each Sub-Trust specifically established and designated in Section 4.2), as they deem necessary or desirable. Each For all purposes under this Declaration of Trust or otherwise, including, without implied limitation, (i) with respect to the rights of creditors and (ii) for purposes of interpreting the relevant rights of each Sub-Trust and the Shareholders of Shares each Sub-Trust, each Sub-Trust established will hereunder shall be deemed to be a separate trust. Notice of the limitation of liabilities of a Sub-Trust under Massachusetts General Laws Chapter 182shall be set forth in the certificate of trust of the Trust, and debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Sub-Trust shall be enforceable against the assets of such Sub-Trust only, and not against the assets of the Trust generally or any other Sub-Trust. The Trustees shall have exclusive powers power without the requirement of Shareholder approval to establish any and designate such separate and distinct Sub-Trust Trusts, and to fix and determine the relative rights and preferences as between the Shares shares of the separate Sub-Trusts as to right of redemption and the price, terms and manner of redemption, special and relative rights as to dividends and other distributions and on liquidation, sinking or purchase fund provisions, conversion rights, and conditions under which the several Sub-Trusts shall have separate voting rights or no voting rights. In addition, the Trustees shall have exclusive power, without the requirement of Shareholder approval, to issue classes of Shares of any Sub-Trust or divide the Shares of any Sub-Trust into classes, each class having such difference different dividend, liquidation, voting and other rights as the Trustees may determinedetermine in their sole discretion, and may establish and designate the specific classes of Shares of each Sub-Trust. The fact that a Sub-Trust shall have initially been established and designated without any specific establishment or designation or of classes (i.e., that all Shares of such Sub-Trust are initially of a single class), or that a Sub-Trust shall have more than one established and designated class, shall not limit the authority of the Trustees to establish and designate separate classes, or one or more further classes, of said Sub-Trust without approval of the holders of the initial class thereof, or previously established and designated class or classes thereof, provided that the establishment and designation of such further separate classes would not adversely affect the rights of the holders of the initial or previously established and designated class or classes.

Description of Shares. The beneficial interest in the Trust shall consist of one class of no-be divided into Shares, all with $.001 par Shares; howevervalue, but the Trustees shall have the authority from time to divide the class of time to issue Shares into in one or more Series of Shares (each of which Series of Shares shall be represent the beneficial interest in a separate and distinct Sub-Trust of the Trust, including without limitation each Sub-Trust specifically established and designated in Section 4.2), as they deem necessary or desirable. Each For all purposes under this Declaration of Trust or otherwise, including, without implied limitation, (i) with respect to the rights of creditors and (ii) for purposes of interpreting the relevant rights of each Sub-Trust and the Shareholders of Shares each Sub-Trust, each Sub-Trust established will hereunder shall be deemed to be a separate Trust under Massachusetts General Laws Chapter 182trust. The Trustees shall have exclusive powers power without the requirement of Shareholder approval to establish any and designate such separate and distinct Sub-Trust Trusts, and to fix and determine the relative rights and preferences as between the Shares shares of the separate Sub-Trusts as to right of redemption and the price, terms and manner of redemption, special and relative rights as to dividends and other distributions and on liquidation, sinking or purchase fund provisions, conversion rights, and conditions under which the several Sub-Trusts shall have separate voting rights or no voting rights. In addition, the Trustees shall have exclusive power, without the requirement of Shareholder approval, to issue classes of Shares of any Sub-Trust or divide the Shares of any Sub-Trust into classes, each class having such difference different dividend, liquidation, voting and other rights as the Trustees may determine, and may establish and designate the specific classes of Shares of each Sub-Trust. The fact that a Sub-Trust shall have initially been established and designated without any specific establishment or designation or of classes (i.e., that all Shares of such Sub-Trust are initially of a single class), or that a Sub-Trust shall have more than one established and designated class, shall not limit the authority of the Trustees to establish and designate separate classes, or one or more further classes, of said Sub-Trust without approval of the holders of the initial class thereof, or previously established and designated class or classes thereof, provided that the establishment and designation of such further separate classes would not adversely affect the rights of the holders of the initial or previously established and designated class or classesclass.

Description of Shares. The beneficial interest in the Trust shall consist be divided into Shares, all with a par value of one class of no-par Shares; however$.001 per share, but the Trustees shall have the authority from time to divide the class of time to issue Shares into in one or more Series of Shares (each of which Series of Shares shall be represent the beneficial interest in a separate and distinct Sub-Trust of the Trust, including without limitation each Sub-Trust specifically established and designated in Section 4.2), as they deem necessary or desirable. Each Sub-Sub- Trust of Shares established will shall be deemed to be a separate trust established under, and subject to the terms of, this Master Trust under Massachusetts General Laws Chapter 182Agreement. The Trustees shall have exclusive powers power without the requirement of Shareholder approval to establish any and designate such separate and distinct Sub-Trust Trusts, and to fix and determine the relative rights and preferences as between the Shares shares of the separate Sub-Trusts as to right of redemption and the price, terms and manner of redemption, special and relative rights as to dividends and other distributions and on liquidation, sinking or purchase fund provisions, conversion rights, rights and conditions under which the several Sub-Trusts shall have separate voting rights or no voting rights. In addition, the Trustees shall have exclusive power, without the requirement of Shareholder approval, to issue classes Classes of Shares of any Sub-Trust or divide the Shares of any Sub-Trust into classesClasses, each class having such difference different dividend, liquidation, voting and other rights as the Trustees may determine, and may establish and designate the specific classes Classes of Shares of each Sub-Trust. The fact that a Sub-Trust shall have initially been established and designated without any specific establishment or designation or classes of Classes (i.e., that all Shares of such Sub-Trust are initially of a single classClass), or that a Sub-Trust shall have more than one established and designated classClass, shall not limit the authority of the Trustees to establish and designate separate classesClasses, or one or more further classesClasses, of said Sub-Trust without approval of the holders of the initial class Class thereof, or previously established and designated class Class or classes Classes thereof, provided that the establishment and designation of such further separate classes Classes would not adversely affect the rights of the holders of the initial or previously established and designated class or classesClass.

Description of Shares. The beneficial interest in the Trust shall consist of one class of no-be divided into Shares, all without par Shares; howevervalue, but the Trustees shall have the authority from time to divide the class of time to issue Shares into in one or more Series of Shares (each of which Series of Shares shall be represent the beneficial interest in a separate and distinct Sub-Trust of the Trust, including without limitation those Sub-Trusts specifically established and designated in Section 4.2), as they deem necessary or desirable. Each For all purposes under this Declaration of Trust or otherwise, including, without implied limitation, (i) with respect to the rights of creditors and (ii) for purposes of interpreting the relevant rights of each Sub- Trust and the Stockholders of each Sub-Trust, each Sub-Trust of Shares established will hereunder shall be deemed to be a separate Trust under Massachusetts General Laws Chapter 182trust. The Trustees shall have exclusive powers power without Shareholder the requirement of shareholder approval to establish any and designate such separate and distinct Sub-Trust Trusts, and to fix and determine the relative rights and preferences as between the Shares shares of the separate Sub-Trusts as to right of redemption and the price, terms and manner of redemption, special and relative rights as to dividends and other distributions and on liquidation, sinking or purchase fund provisions, conversion rights, and conditions under which the several Sub-Trusts shall have separate voting rights or no voting rights. In addition, the Trustees shall have exclusive power, without the requirement of Shareholder approval, to issue classes of Shares of any Sub-Trust or divide the Shares of any Sub-Trust into classes, each class having such difference different dividend, liquidation, voting and other rights as the Trustees may determine, and may establish and designate the specific classes of Shares of each Sub-Trust. The fact that a Sub-Trust shall have initially been established and designated without any specific establishment or designation or of classes (i.e., that all Shares of such Sub-Trust are initially of a single class), or that a Sub-Trust shall have more than one established and designated class, shall not limit the authority of the Trustees to establish and designate separate classes, or one or more further classes, of said Sub-Trust without approval of the holders of the initial class thereof, or previously established and designated class or classes thereof, provided that the establishment and designation of such further separate classes would not adversely affect the rights of the holders of the initial or previously established and designated class or classes.. The number of authorized Shares and the number of Shares of each Sub-Trust or class thereof that may be issued is unlimited, and the Trustees may issue Shares of any Sub-Trust or class thereof for such consideration and on such terms as they may determine (or for no

Description of Shares. The beneficial interest in the Trust shall consist of one class of no-be divided into transferable Shares, all without par Shares; howevervalue, and the Trustees shall have the authority from time to divide the class of time to issue Shares into in one or more Series of Shares (each of which Series of Shares shall be represent the beneficial interest in a separate and distinct Sub-Trust of the Trust, including without limitation the Sub-Trust specifically established and designated in Section 4.2) as they deem necessary or desirable. Each Sub-Trust of Shares established will be deemed to be a separate Trust under Massachusetts General Laws Chapter 182. The Trustees shall have exclusive powers power without Shareholder the requirement of shareholder approval to establish any and designate such separate and distinct Sub-Trust Trusts, and to fix and determine the relative rights and preferences as between the Shares shares of the separate Sub-Trusts as to right of redemption and the price, terms and manner of redemption, special and relative rights as to dividends and other distributions and on liquidation, sinking or purchase fund provisions, conversion rights, and conditions under which the several Sub-Trusts or the several classes of any Sub-Trust shall have separate voting rights or no voting rights. In additionIf authorized by an applicable exemptive or other order of the Commission or by any applicable Rule or Regulation of the Commission under the 1940 Act, the Trustees shall have exclusive power, without the requirement of Shareholder approval, to issue classes of Shares of any Sub-Trust or may divide the Shares of any Sub-Trust into classes, each class classes having such difference different dividend, liquidation, voting and other rights arising as a result of different plans or arrangements for the distribution of Shares of the various classes as the Trustees may determinedetermine and that are not inconsistent with such applicable order, Rule or Regulation, and may establish and designate the specific classes of Shares of each Sub-Trust. The fact that a Sub-Trust shall have initially been established and designated without any specific establishment or designation or of classes (i.e., that all Shares of such Sub-Trust are initially of a single class), or that a Sub-Trust shall have more than one established and designated class, ) shall not limit the authority of the Trustees to establish and designate separate classes, or one or more further classes, classes of said Sub-Trust without approval of the holders of the initial class thereof, or previously established and designated class or classes thereof, provided that thereof if the establishment and designation of such further separate classes would not adversely affect the rights of the holders of the initial or previously established and designated class or classes(within the meaning of section 77 of the Massachusetts Business Corporation Law).