Common use of Shareholders Voting Powers and Meetings Clause in Contracts

Shareholders Voting Powers and Meetings. SECTION 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to (a) the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the removal of Trustees as provided in Article IV, Section 1(d); (c) any investment advisory or management contract as provided in Article VI, Section 1; (d) any termination of the Trust as provided in Article VIII, Section 3; (e) the amendment of this Declaration of Trust to the extent and as provided in Article VIII, Section 5; and (f) such additional matters relating to the Trust as may be required or authorized by law, this Declaration of Trust, or the By-Laws or any registration of the Trust with the Commission or any State, or as the Trustees may consider desirable. (i) when required by the 1940 Act, Shares shall be voted by individual Series; (ii) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Laws. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Shareholders Voting Powers and Meetings. SECTION 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to (ai) for the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the or removal of Trustees as provided in Article IV, Section 1(d); 1 hereof, (cii) with respect to any investment advisory or management contract adviser as provided in Article VIIV, Section 1; 7 hereof, (diii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article VIIIIX, Section 3; 4 hereof, (eiv) the with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 5; 7 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (fvii) with respect to such additional matters relating to the Trust as may be required or authorized by law, by this Declaration of Trust, or by the By-Laws or by any registration of the Trust with the Securities and Exchange Commission or any Statestate, or as the Trustees may consider necessary or desirable. . Notwithstanding any other provisions of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or class, except that (i1) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual Series; series or class, and (ii2) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect that the matter affects only the interests of one or more Seriesseries or class, then only Shareholders of such Series shall be entitled to vote thereon; and (iiiseries or class(es) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares The Shareholders may be voted in person or by proxy or in any manner hold meetings and take action as provided for in the By-Laws. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in subject to the event a proposal by anyone other than the officers or Trustees requirements of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meeting1940 Act where applicable. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Shareholders Voting Powers and Meetings. SECTION 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to (a) the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the removal of Trustees as provided in Article IV, Section 1(d); (c) any investment advisory or management contract as provided in Article VI, Section 1contract; (d) any termination of the Trust as provided in Article VIII, Section 32; (e) the amendment of this Declaration of Trust to the extent and as provided in Article VIII, Section 53; and (f) such additional matters relating to the Trust as may be required or authorized by law, this Declaration of Trust, or the By-Laws or any registration of the Trust with the Commission or any State, or as the Trustees may consider desirable.. Each whole Share shall be entitled to one vote as any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matters submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except: (i) when required by the 1940 Act, Shares shall be voted by individual Series; (ii) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Laws. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, ,Shares may be voted only by written proxy or in person at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-By- Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-By- Laws.

Shareholders Voting Powers and Meetings. SECTION Section 1. VOTING POWERSVoting Powers, MEETINGSMeetings, NOTICENotice, AND RECORD DATESand Record Dates. The Shareholders shall have power to vote only with respect to only: (ai) for the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the or removal of Trustees as provided in Article IV, Section 1(d); (c) any investment advisory or management contract as provided in Article VI1 hereof, Section 1; (d) any termination of the Trust as provided in Article VIII, Section 3; (e) the amendment of this Declaration of Trust to the extent and as provided in Article VIII, Section 5; and (fii) with respect to such additional matters relating to the Trust as may be required or authorized by applicable law, this Declaration of Trust, or the By-Laws or any registration statement of the Trust with the Commission (or any State, successor agency) or as the Trustees may consider necessary or desirable. (i) when required by . Shareholders shall be entitled to one vote for each dollar, and a fractional vote for each fraction of a dollar, of net asset value per Share for each Share held, as to any matter on which the 1940 ActShare is entitled to vote. Notwithstanding any other provision of this Declaration of Trust, on any matters submitted to a vote of the Shareholders, all shares of the Shares shall be voted by individual Series; (ii) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Lawsproxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Shareholders Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Shareholders Voting Powers and Meetings. SECTION Voting Powers ------------- Section 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to (ai) for the --------- election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the or removal of Trustees as provided in Article IV, Section 1(d); 1, (cii) with respect to any investment advisory or management contract adviser as provided in Article VIIV, Section 1; 7, (diii) with respect to any termination of the Trust or any series to the extent and as provided in Article VIIIIX, Section 3; 4, (eiv) the with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 5; 7, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (fvi) with respect to such additional matters relating to the Trust as may be required or authorized by law, by this Declaration of Trust, or by the By-Laws or by any registration of the Trust with the Securities and Exchange Commission or any Statestate, or as the Trustees may consider necessary or desirable. . Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provisions of this Declaration of Trust, or any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or class, except (i1) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; series or class, and (ii2) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect that the matter affects only the interests of one or more Seriesseries or class, then only Shareholders of such Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one series or more Classes, then only the Shareholders of such Class or Classes class shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Lawsproxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or with respect to Shares held in the By-Laws, in name of two or more persons shall be valid if executed by any one of them unless at or prior to the event a proposal by anyone other than the officers or Trustees exercise of the proxy the Trust is submitted receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a vote Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meetingchallenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the by By-Laws to be taken by the Shareholders. Voting Power and Meetings ------------------------- Section 2. Meetings of Shareholders of the Shareholders shall Trust or of any series [or --------- class] may be called and notice thereof and record dates therefor shall by the Trustees, or such other person or persons as may be given and set as provided specified in the By-Laws, and held from time to time for the purpose of taking action upon any matter requiring the vote or the authority of the Shareholders of the Trust or any series or class as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. Written notice of any meeting of Shareholders shall be given or caused to be given by the Trustees by mailing such notice at least seven days before such meeting, postage prepaid, stating the time, place and purpose of the meeting, to each Shareholder at the Shareholder's address as it appears on the records of the Trust. If the Trustees shall fail to call or give notice of any meeting of Shareholders for a period of thirty days after written application by Shareholders holding at lest 10% of the Shares then outstanding requesting a meeting to be called for a purpose requiring action by the Shareholders as provided herein or in the By-Laws, then Shareholders holding at least 10% of the Shares then outstanding may call and give notice of such meeting, and thereupon the meeting shall beheld in the manner provided for herein in case of call thereof by the Trustees. Notice of a meeting need not be given to any Shareholder if a written waiver of notice, executed by him or her before or after the meeting, is filed with the records of the meeting, or to any Shareholder who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Quorum and Required Vote ------------------------ Section 3. A majority of the Shares entitled to vote shall be a quorum --------- for the transaction of business at a Shareholders' meeting, except that where any provision of law or of this Declaration of Trust permits or requires that holders of any series or class shall vote as a series or class, then a majority of the aggregate number of Shares of that series or class entitled to vote shall be necessary to constitute a quorum for the transaction of business by that series or class. Any lesser number, however, shall be sufficient for adjournments. Any adjourned session or sessions may be held within a reasonable time after the date set for the original meeting without the necessity of further notice. Except when a larger vote is required by any provisions of this Declaration of Trust or the By-Laws, a majority of the Shares voted on any matter shall decide such matter and a plurality shall elect a Trustee, provided that where any provision of law or of this Declaration of Trust permits or requires that the holders of any series or class shall vote as a series or class, then a majority of the Shares of that series or class voted on the matter shall decide that matter insofar as that series or class is concerned. Action by Written Consent ------------------------- Section 4. Any action taken by Shareholders may be taken without a --------- meeting if a majority of Shareholders entitled to vote on the matter (or such larger votes as shall be required by any provision of this Declaration of Trust or the By-Laws) consent to the action in writing and such written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Shareholders Voting Powers and Meetings. SECTION Voting Powers ------------- Section 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to (ai) for the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the or removal of Trustees as provided in Article IV, Section 1(d); 1, (cii) with respect to any investment advisory or management contract adviser as provided in Article VIIV, Section 1; 7, (diii) with respect to any termination of the Trust or any series to the extent and as provided in Article VIIIIX, Section 3; 4, (eiv) the with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 5; 7, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (fvi) with respect to such additional matters relating to the Trust as may be required or authorized by law, by this Declaration of Trust, or by the By-Laws or by any registration of the Trust with the Securities and Exchange Commission or any Statestate, or as the Trustees may consider necessary or desirable. . Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provisions of this Declaration of Trust, or any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series, except (i1) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; series, and (ii2) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect that the matter affects only the interests of one or more Seriesseries, then only Shareholders of such Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Classes, then only the Shareholders of such Class or Classes series shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Lawsproxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or with respect to Shares held in the By-Laws, in name of two or more persons shall be valid if executed by any one of them unless at or prior to the event a proposal by anyone other than the officers or Trustees exercise of the proxy the Trust is submitted receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a vote Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meetingchallenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Shareholders Voting Powers and Meetings. SECTION 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to (ai) for the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the or removal of Trustees as provided in Article IV, Section 1(d); 1 hereof, (cii) with respect to any investment advisory or management contract adviser as provided in Article VIIV, Section 1; 9 hereof, (diii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article VIIIIX, Section 3; 4 hereof, (eiv) the with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 5; 9 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (fvii) with respect to such additional matters relating to the Trust as may be required or authorized by law, by this Declaration of Trust, or by the By-Laws or by any registration of the Trust with the Securities and Exchange Commission or any Statestate, or as the Trustees may consider necessary or desirable. . Notwithstanding any other provisions of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or class, except that (i1) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual Series; series or class, and (ii2) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect that the matter affects only the interests of one or more Seriesseries or class, then only Shareholders of such Series shall be entitled to vote thereon; and (iiiseries or class(es) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares The Shareholders may be voted in person or by proxy or in any manner hold meetings and take action as provided for in the By-Laws. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in subject to the event a proposal by anyone other than the officers or Trustees requirements of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meeting1940 Act where applicable. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Shareholders Voting Powers and Meetings. SECTION Section 1. VOTING POWERSExcept as otherwise provided in this Article V or elsewhere in this Declaration, MEETINGSShareholders shall have such power to vote as is provided for in, NOTICE, AND RECORD DATESand shall and may hold meetings and take actions pursuant to the provisions of the Bylaws. Section 2. The Shareholders shall have power to vote only with respect to (ai) for the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the or removal of Trustees as provided in Article IVIV of this Declaration of Trust, Section 1(d); (cii) with respect to any investment advisory or management contract as provided in Article VI, Section 1; (d) any termination of the Trust as provided in Article VIII, Section 3; (e) the amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 5; 8 of this Declaration of Trust, (iii) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of this Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust if the Trustees exercise their right to terminate the Trust pursuant to Article IX, Section 4 of this Declaration of Trust), and (fiv) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of Trust, or the By-Laws Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any Statesuccessor agency) or any state, or as the Trustees may consider necessary or desirable. . Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of Shares, except that (i1) when required by the 1940 ActAct or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual Series; series or class and (ii2) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect that the matter affects only the interests of one or more Seriesseries or classes, then only Shareholders of such Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one series or more Classes, then only the Shareholders of such Class or Classes classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Lawsproxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or with respect to Shares held in the By-Laws, in name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the event proxy the Trust receives a proposal specific written notice to the contrary from any one of them. A proxy purporting to be executed by anyone other than or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the officers or Trustees burden of proving invalidity shall rest on the challenger. Until Shares of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action permitted or required of the Shareholders by law, this Declaration of Trust, the Bylaws, or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders of that series or class, respectively, and may take any action permitted or required -11- of the Shareholders of that series or class by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings Bylaws, or any registration of the Shareholders shall be called Trust with the Securities and notice thereof and record dates therefor shall be given and set as provided in the By-LawsExchange Commission (or any successor agency) or any state.

Shareholders Voting Powers and Meetings. SECTION Voting Powers Section 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to (ai) for the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; , Section 1, (bii) for the removal of Trustees as provided in Article IV, Section 1(d); 1, (ciii) with respect to any investment advisory or management contract Manager as provided in Article VIIV, Section 1; 6, (div) with respect to any termination merger, consolidation or sale of assets of the Trust to the extent and as provided in Article IX, Section 5, (v) with respect to any conversion of the Trust as provided in Article VIIIIX, Section 3; 6, (evi) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (vii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 5; 9, (viii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (fix) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of Trust, or the By-Laws Bylaws or any registration of the Trust with the Commission (or any Statesuccessor agency) or any state, or as the Trustees may consider necessary or desirable. (i) when required by the 1940 Act, Shares shall be voted by individual Series; (ii) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series . Each whole Share shall be entitled to one vote thereon; as to any matter on which it is entitled to vote and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Classes, then only the Shareholders of such Class or Classes each fractional Share shall be entitled to vote thereona proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Lawsproxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or with respect to Shares held in the By-Laws, in the event a proposal name of two or more persons shall be valid if executed by anyone other than the officers any one of them unless at or Trustees prior to exercise of the proxy the Trust is submitted receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a vote Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meetingchallenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Shareholders Voting Powers and Meetings. SECTION Voting Powers ------------- Section 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to (ai) for the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; , Section 1, (bii) for the removal of Trustees as provided in Article IV, Section 1(d); 1, (ciii) with respect to any investment advisory or management contract Manager as provided in Article VIIV, Section 1; 6, (div) with respect to any termination of this Trust to the Trust extent and as provided in Article VIIIIX, Section 3; 4, (ev) the with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 5; 7, (vi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (fvii) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of Trust, or the By-Laws Bylaws or any registration of the Trust with the Commission (or any Statesuccessor agency) or any state, or as the Trustees may consider necessary or desirable. . Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual Series, except (i1) when required by the 1940 ActAct or any Rules or Orders hereunder, Shares shall be voted in the aggregate and not by individual Series; and (ii2) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect that the matter affects only the interests of one or more Series, then only Shareholders of such Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Lawsproxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or with respect to Shares held in the By-Laws, in the event a proposal name of two or more persons shall be valid if executed by anyone other than the officers any one of them unless at or Trustees prior to exercise of the proxy the Trust is submitted receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a vote Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meetingchallenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Shareholders Voting Powers and Meetings. SECTION 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have the power to vote only with respect to (ai) for the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the or removal of Trustees as provided in Article IV, Section 1(d); 1 hereof, (cii) with respect to any investment advisory or management contract adviser as provided in Article VIIV, Section 1; 9 hereof, (diii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article VIIIIX, Section 3; 4 hereof, (eiv) the with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 5; 9 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (fvii) with respect to such additional matters relating to the Trust as may be required or authorized by law, by this Declaration of Trust, or by the By-Laws or any by an registration of the Trust with the Securities and Exchange Commission or any Statestate, or as the Trustees may consider necessary or desirable. . Notwithstanding any other provisions of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or class, except that (i1) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual Series; series or class, and (ii2) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect that the matter affects only the interests of one or more Seriesseries or class, then only Shareholders of such Series shall be entitled to vote thereon; and (iiiseries or class(es) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares The Shareholders may be voted in person or by proxy or in any manner hold meetings and take action as provided for in the By-Laws. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in subject to the event a proposal by anyone other than the officers or Trustees requirements of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meeting1940 Act where applicable. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Shareholders Voting Powers and Meetings. SECTION Section 1. VOTING POWERSSubject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, MEETINGS, NOTICE, AND RECORD DATES. The the Shareholders shall have power to vote only with respect to (a) for the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the removal of Trustees as provided in Article IV, Section 1(d); 1, (cb) with respect to any investment advisory or management contract Manager as provided in Article VIIV, Section 1; 6, (dc) with respect to any termination of this Trust to the Trust extent and as provided in Article VIIIIX, Section 3; 4, (ed) the with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 5; 7, (e) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (f) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of Trust, or the By-Laws Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any Statesuccessor agency) or any state, or as the Trustees may consider necessary or desirable. . Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of Shares, except (i1) when required by the 1940 ActAct or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual Seriesseries or class; and (ii2) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect that the matter affects only the interests of one or more Seriesseries or classes, then only Shareholders of such Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one series or more Classes, then only the Shareholders of such Class or Classes classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Lawsproxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or with respect to Shares held in the By-Laws, in the event a proposal name of two or more persons shall be valid if executed by anyone other than the officers any one of them unless at or Trustees prior to exercise of the proxy the Trust is submitted receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a vote Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meetingchallenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by the ShareholdersShareholders as to such series or class. Voting Power and Meetings ------------------------- Section 2. Meetings of Shareholders of the Trust or of any or all series or classes may be called by the Trustees or such other person or persons as may be specified in the Bylaws, and held from time to time for the purpose of taking action upon any matter requiring the vote or the authority of the Shareholders of the Trust or of any such series or classes as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. Meetings of Shareholders of the Trust or of any series or classes shall be called by the Trustees or such other person or persons as may be specified in the Bylaws, or upon written application by Shareholders holding at least 10% of the outstanding Shares of the Trust, if Shareholders of all series and classes are required hereunder to vote in the aggregate and not by individual series or classes at such meeting, or of any series or classes, if Shareholders of such series or classes are entitled hereunder to vote by individual series or classes at such meeting, requesting that a meeting be called for a purpose requiring action by the Shareholders as provided herein or in the Bylaws. Written notice of any meeting of Shareholders shall be called given or caused to be given by the Trustees by mailing such notice at least seven days before such meeting, postage prepaid, stating the time, place and notice thereof purpose of the meeting, to each Shareholder entitled to vote at such meeting at the Shareholder's address as it appears on the records of the Trust. Quorum and record dates therefor Required Vote ------------------------ Section 3. Thirty percent (30%) of the Shares entitled to vote on a particular matter shall be given a quorum for the transaction of business on that matter at a Shareholders' meeting, except that where any provision of law or of this Declaration of Trust permits or requires that holders of any series or class shall vote as an individual series or class, then 30% of the aggregate number of Shares of that series or class entitled to vote shall be necessary to constitute a quorum for the transaction of business by that series or class. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held, within a reasonable time after the date set for the original meeting, without the necessity of further notice. Except when a larger vote is required by any provision of this Declaration of Trust or the Bylaws, a majority of the Shares voted shall decide any questions, and set a plurality shall elect a Trustee; provided that where any provision of law or of this Declaration of Trust permits or requires that the holders of any series or class shall vote as provided an individual series or class then a majority of the Shares of that series or class voted on the matter (or a plurality with respect to the election of a Trustee) shall decide that matter insofar as that series or class is concerned. Action by Written Consent ------------------------- Section 4. Any action taken by Shareholders may be taken without a meeting if a majority of Shareholders entitled to vote on the matter (or such larger proportion thereof as shall be required by any express provision of this Declaration of Trust or the Bylaws) consent to the action in writing and such written consents are filed with the By-Lawsrecords of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Shareholders Voting Powers and Meetings. SECTION 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to (ai) for the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the or removal of Trustees as provided in Article IV, Section 1(d); 1 hereof, (cii) with respect to any investment advisory or management contract adviser as provided in Article VIIV, Section 1; 7 hereof, (diii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article VIIIIX, Section 3; 4 hereof, (eiv) the with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 5; 7 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (fvii) with respect to such additional matters relating to the Trust as may be required or authorized by law, by this Declaration of Trust, or Trust by the By-Laws or by any registration of the Trust with the Securities and Exchange Commission or any Statestate, or as the Trustees may consider necessary or desirable. . Notwith- standing any other provisions of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or class, except that (i1) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual Series; series or class, and (ii2) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect that the matter affects only the interests of one or more Seriesseries or class, then only Shareholders of such Series shall be entitled to vote thereon; and (iiiseries or class(es) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares The Shareholders may be voted in person or by proxy or in any manner hold meetings and take action as provided for in the By-Laws. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in subject to the event a proposal by anyone other than the officers or Trustees requirements of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meeting1940 Act where applicable. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Shareholders Voting Powers and Meetings. SECTION Voting Powers ------------- Section 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to (ai) for the --------- election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the or removal of Trustees as provided in Article IV, Section 1(d); 1, (cii) with respect to any investment advisory advisor or management contract manager as provided in Article VIIV, Section 1; 7, (diii) with respect to any termination of the Trust to the extent and as provided in Article VIIIIX, Section 3; 4, (eiv) the with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 5; 7, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (fvi) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of Trust, or the By-Laws laws or any registration of the Trust with the Commission (or any Statesuccessor agency or any state, or as the Trustees may consider necessary or desirable. (i1) when required by the 1940 Act, Shares shall be voted by individual Seriesseries, in which event, unless otherwise required by the 1940 Act, a vote of Shareholders of all shares of the Trust, irrespective of series, shall not be required; and (ii2) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect that the matter affects only the interests of one or more Seriesseries, then only Shareholders of the such Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Classes, then only the Shareholders of such Class or Classes series shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Lawsproxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or with respect to Shares held in the By-Laws, in name of two or more persons shall be valid if executed by any one of them unless at or prior to the event a proposal by anyone other than the officers or Trustees exercise of the proxy the Trust is submitted receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a vote Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meetingchallenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by by-law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Voting Power and Meetings ------------------------- Section 2. Meetings of Shareholders of the Shareholders shall Trust or of any series may be --------- called and notice thereof and record dates therefor shall by the Trustees, or such other person or persons as may be given and set as provided specific in the By-Laws, and held from time to time for the purpose of taking action upon any matter requiring the vote or the authority of the Shareholders of the Trust or any series as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. Meetings of Shareholders of the Trust or of any series shall be called by the Trustees or such other person or persons as may be specified in the By-Laws upon written application by Shareholders holding at least 10% of the outstanding Shares of the Trust, if Shareholders of all series are required hereunder to vote in the aggregate and not by individual series at such meeting, or of any series, if Shareholders of such series are entitled hereunder to vote by individual series at such meeting, requesting that a meeting be called for a purpose requiring action by the Shareholders as provided herein or in the By-Laws. The Shareholders shall be entitled to at least seven days' written notice of any meeting of the Shareholders.

Shareholders Voting Powers and Meetings. SECTION Section i. Voting Powers, Meetings, Notice, and Record Dates. (1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The ) Shareholders shall have power to vote only with respect to (ai) for the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the or removal of Trustees as provided in Article IV, Section 1(d); (c) any investment advisory or management contract as provided in Article VI1, Section 1; (d) any termination of the Trust as provided in Article VIII, Section 3; (e) the amendment of this Declaration of Trust to the extent and as provided in Article VIII, Section 5; and (fii) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of Trust, or the By-Laws Laws, the 1940 Act or any registration statement of the Trust filed with the Commission (or any Statesuccessor agency) or any state, or as the Trustees may consider and determine necessary or desirable. (i) when required by the 1940 Act, Shares shall be voted by individual Series; (ii) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series . Each whole Share shall be entitled to one vote thereon; as to any matter on which it is entitled to vote and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Classes, then only the Shareholders of such Class or Classes each fractional Share shall be entitled to a proportionate fractional vote thereonas to any matter on which it is entitled to vote. There To the extent that the 1940 Act or Delaware law is amended by rule, regulation, order, or no-action letter to eliminate or limit Shareholders’ right to vote on any specific matter, the Shareholders’ right to vote shall be no cumulative voting deemed to be amended, modified or interpreted in accordance therewith without further approval by the election of TrusteesTrustees or the Shareholders. Shares may be voted in person or by proxy or in by any manner provided for in authorized by the By-LawsTrustees. A proxy Unless the Trustees declare otherwise, proxies may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an any electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in the event but if a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more any Series or Classes thereof or of the TrustClass, or in the event of any if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the TrustTrustees, Shares may be voted only in person or by written proxy or in person at a meetingunless the Trustees specifically authorize other permissible methods of transmission. Until Shares of a Series are issued, the Trustees may exercise all of the rights of the Shareholders and may take any action of such Series with respect to the Trust or such particular Series required or permitted by law, law or this Declaration of Trust or and the By-Laws to be taken by the Shareholders. Meetings A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the Shareholders proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be called deemed valid unless challenged at or prior to its exercise and notice thereof and record dates therefor the burden of proving invalidity shall be given and set as provided in rest on the By-Lawschallenger.

Shareholders Voting Powers and Meetings. SECTION 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to (ai) for the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the or removal of Trustees as provided in Article IV, Section 1(d); 1 hereof, (cii) with respect to any investment advisory or management contract adviser as provided in Article VIIV, Section 1; 7 hereof, (diii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article VIIIIX, Section 3; 4 hereof, (eiv) the with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 5; 9 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (fvii) with respect to such additional matters relating to the Trust as may be required or authorized by law, by this Declaration of Trust, by the ByLaws or the By-Laws or by any registration of the Trust with the Securities and Exchange Commission or any Statestate, or as the Trustees may consider necessary or desirable. . Notwithstanding any other provisions of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or class, except that (i1) when so required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; series or class, and (ii2) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect that the matter affects only the interests of one or more Seriesseries or class, then only Shareholders of such Series series or class(es) shall be entitled to vote thereon; . The Shareholders may hold meetings and (iii) when take action as provided in the matter involves any action that By-Laws, subject to the Trustees have determined will affect only requirements of the interests of one or more Classes, then only the Shareholders of such Class or Classes 1940 Act where applicable. Each whole Share shall be entitled to one vote thereonas to any matter on which it is entitled to vote and each fractional share shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Lawsproxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or with respect to Shares held in the By-Lawsname of two or more persons shall be valid if executed by any one of them, in the event a proposal by anyone other than the officers unless at or Trustees prior to exercise of the proxy the Trust is submitted receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a vote Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the Shareholders challenger. At any time when no Shares of one or more a Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meeting. Until Shares are issuedoutstanding, the Trustees may exercise all rights of Shareholders of that Series and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Shareholders Voting Powers and Meetings. SECTION 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to (a) the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the removal of Trustees as provided in Article IV, Section 1(d); (c) any investment advisory or management contract as provided in Article VI, Section 1; (d) any termination of the Trust as provided in Article VIII, Section 3; (e) the amendment of this Declaration of Trust to the extent and as provided in Article VIII, Section 5; and (f) such additional matters relating to the Trust as may be required or authorized by law, this Declaration of Trust, or the By-Laws or any registration of the Trust with the Commission or any State, or as the Trustees may consider desirable. . Each whole Share shall be entitled to one vote as any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matters submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except: (i) when required by the 1940 Act, Shares shall be voted by individual Series; (ii) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Laws. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Shareholders Voting Powers and Meetings. SECTION 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to (ai) for the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the or removal of Trustees as provided in Article IV, Section 1(d); 1 hereof, (cii) with respect to any investment advisory or management contract adviser as provided in Article VIIV, Section 1; 7 hereof, (diii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article VIIIIX, Section 3; 4 hereof, (eiv) the with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 5; 7 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (fvii) with respect to such additional matters relating to the Trust as may be required or authorized by law, by this Declaration of Trust, or by the By-Laws or by any registration of the Trust with the Securities and Exchange Commission or any Statestate, or as the Trustees may consider necessary or desirable. . Notwithstanding any other provisions of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or class, except that (i1) when so required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; series or class, and (ii2) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect that the matter affects only the interests of one or more Seriesseries or class, then only Shareholders of such Series shall be entitled to vote thereon; and (iiiseries or class(es) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares The Shareholders may be voted in person or by proxy or in any manner hold meetings and take action as provided for in the By-Laws. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in subject to the event a proposal by anyone other than the officers or Trustees requirements of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meeting1940 Act where applicable. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Shareholders Voting Powers and Meetings. SECTION 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to only: (ai) for the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the or removal of Trustees as provided in Article IV, Section 1(d); (c) any investment advisory or management contract as provided in Article VI1 hereof, Section 1; (d) any termination of the Trust as provided in Article VIII, Section 3; (e) the amendment of this Declaration of Trust to the extent and as provided in Article VIII, Section 5; and (fii) with respect to such additional matters relating to the Trust as may be required or authorized by applicable law, this Declaration of Trust, or the By-Laws or any registration of the Trust with the Commission (or any Statesuccessor agency), or as the Trustees may consider necessary or desirable.. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matters submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except: (i) when required by the 1940 Act, Shares shall be voted by individual Series; (ii) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Lawsproxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-By- Laws.

Shareholders Voting Powers and Meetings. SECTION Section 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to only: (ai) for the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the or removal of Trustees as provided in Article IV, Section 1(d); (c) any investment advisory or management contract as provided in Article VI1 hereof, Section 1; (d) any termination of the Trust as provided in Article VIII, Section 3; (e) the amendment of this Declaration of Trust to the extent and as provided in Article VIII, Section 5; and (fii) with respect to such additional matters relating to the Trust as may be required or authorized by applicable law, this Declaration of Trust, or the By-Laws or any registration statement of the Trust with the Commission (or any State, successor agency) or as the Trustees may consider necessary or desirable. . Shareholders shall be entitled to one vote for each dollar, and a fractional vote for each fraction of a dollar, of net asset value per Share for each Share held, as to any matter on which the Share is entitled to vote. Notwithstanding any other provision of this Declaration of Trust, on any matters submitted to a vote of the Shareholders, all shares of the Trust then entitled to vote shall be voted in aggregate, except: (i) when required by the 1940 Act, Shares shall be voted by individual Series; (ii) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Lawsproxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Shareholders Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Shareholders Voting Powers and Meetings. SECTION Section 1. VOTING POWERS, MEETINGS, NOTICE, NOTICE AND RECORD DATES. The Shareholders shall have power to vote only with respect to (ai) for the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the or removal of Trustees as and to the extent provided in Article IV, Section 1(d); (c) any investment advisory or management contract as provided in Article VI1, Section 1; (d) any termination of the Trust as provided in Article VIII, Section 3; (e) the amendment of this Declaration of Trust to the extent and as provided in Article VIII, Section 5; and (fii) with respect to such additional matters relating to the Trust as may be required or authorized by lawthe 1940 Act, this Declaration of Trust, or the By-Laws or any registration of the Trust with the Commission (or any Statesuccessor agency) or any state, or as the Trustees may consider necessary or desirable. . As determined by the Trustees without the vote or consent of Shareholders (except as required by the 1940 Act), on any matter submitted to a vote of Shareholders, either (i) each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote or (ii) each dollar of Net Asset Value (number of Shares owned times Net Asset Value per share of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate, except (i) when required by the 1940 Act, Shares shall be voted by individual Series; (ii) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Lawsproxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an any electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy or in person at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Shareholders Voting Powers and Meetings. Voting Powers ------------- SECTION 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to (ai) for the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the or removal of Trustees as provided in Article IV, Section 1(d); 1, (cii) with respect to any investment advisory or management contract Adviser as provided in Article VIIV, Section 1; 7, (diii) with respect to any termination of this Trust to the Trust extent and as provided in Article VIIIIX, Section 3; 4, (eiv) the with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 5; and 7, (fv) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of Trust, or the By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any Statesuccessor agency) or any state, or as the Trustees may consider necessary or desirable. (i) when required by the 1940 Act, Shares shall be voted by individual Series; (ii) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series . Each whole Share shall be entitled to one vote thereon; as to any matter on which it is entitled to vote and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Classes, then only the Shareholders of such Class or Classes each fractional Share shall be entitled to vote thereona proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Lawsproxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or with respect to Shares held in the By-Laws, in the event a proposal name of two or more persons shall be valid if executed by anyone other than the officers any one of them unless at or Trustees prior to exercise of the proxy the Trust is submitted receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a vote Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meetingchallenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. SECTION 2. Meetings There shall be an annual meeting of the Shareholders on the date fixed in the By-Laws at the office of the Trust in Boston, Massachusetts, or at such other place as may be designated in the call thereof, which call shall be called and notice thereof and record dates therefor shall be given and set as provided made by the Trustees. In the event that such meeting is not held in any year on the date fixed in the By-Laws, whether the omission be by oversight or otherwise, a subsequent special meeting may be called by the Trustees and held in lieu of the annual meeting with the same effect as though held on such date. Special meetings may also be called by the Trustees from time to time for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. Written notice of any meeting of Shareholders shall be given or caused to be given by the Trustees by mailing such notice at least seven days before such meeting, postage prepaid, stating the time, place and purpose of the meeting, to each Shareholder at the Shareholder's address as it appears on the records of the Trust. If the Trustees shall fail to call or give notice of any meeting of Shareholders for a period of 30 days after written application by shareholders holding at least 10% of the Shares then outstanding requesting a meeting to be called for a purpose requiring action by the Shareholders as provided herein or in the By-Laws, then Shareholders holding at least 10% of the Shares then outstanding may call and give notice of such meeting, and thereupon the meeting shall be held in the manner provided for herein in case of call thereof by the Trustees.

Shareholders Voting Powers and Meetings. SECTION 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to (ai) for the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the or removal of Trustees as provided in Article IV, Section 1(d); (c) any investment advisory or management contract as provided in Article VI1, Section 1; (d) any termination of the Trust as provided in Article VIII, Section 3; (e) the amendment of this Declaration of Trust to the extent and as provided in Article VIII, Section 5; and (fii) with respect to such additional matters relating to the Trust as may be required or authorized by applicable law, this Declaration of Trust, or the By-Laws or any registration of the Trust with the Commission (or any Statesuccessor agency) or any state, or as the Trustees may consider necessary or desirable. (i) when . Each whole Share shall be entitled to one vote as any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration Shareholders, all Share of the Trust then entitled to be required by the 1940 Act, Shares shall be voted by individual Series; (ii) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Classes, then only the Shareholders Shareholder of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Lawsproxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy or in person at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings Meeting of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Shareholders Voting Powers and Meetings. SECTION Voting Powers ------------- Section 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to only: (a) for the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the or removal of Trustees as provided in Article IV, Section 1(d)1; (b) with respect to any investment advisor or manager as provided in Article IV, Section 6; (c) with respect to any investment advisory termination or management contract reorganization of the Trust or any series thereof to the extent and as provided in Article VIIX, Section 1; (d) with respect to any termination of the Trust as provided in Article VIII, Section 3; (e) the amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 54; (e) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders; and (f) with respect to such additional matters relating to the Trust as may be required or authorized by law, the 1940 Act, this Declaration of Trust, or the By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any Statesuccessor agency) or any state, or as the Trustees may consider necessary or desirable. (ia) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Seriesseries; and (iib) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect that the matter affects only the interests of one or more Seriesseries, then only Shareholders of such Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Classes, then only the Shareholders of such Class or Classes series shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Lawsproxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or with respect to Shares held in the By-Laws, in name of two or more persons shall be valid if executed by any one of them unless at or prior to the event a proposal by anyone other than the officers or Trustees exercise of the proxy the Trust is submitted receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a vote Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meetingchallenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Shareholder Meetings -------------------- Section 2. Meetings of the Shareholders shall (including meetings involving only one or more but less than all series) may be called and notice thereof and record dates therefor held from time to time for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. Such meetings shall be given and held at the principal office of the Trust as set as provided forth in the By-LawsLaws of the Trust or at any such other place within the United States as may be designated in the call thereof, which call shall be made by the Trustees or the President of the Trust. Meetings of Shareholders may be called by the Trustees or such other person or persons as may be specified in the By-Laws upon written application by Shareholders holding at least twenty-five percent (25%) (or ten percent (10%)) if the purpose of the meeting is to determine if a Trustee is to be removed from office) of the Shares then outstanding requesting a meeting be called for a purpose requiring action by the Shareholders as provided herein or in the By-Laws which purpose shall be specified in any such written application. Shareholders shall be entitled to at least seven days' written notice of any meeting of the Shareholders.

Shareholders Voting Powers and Meetings. SECTION 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to (ai) for the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the or removal of Trustees as provided in Article IV, Section 1(d); 1 hereof, (cii) with respect to any investment advisory or management contract adviser as provided in Article VIIV, Section 1; 7 hereof, (diii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article VIIIIX, Section 3; 4 hereof, (eiv) the with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 5; 9 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (fvii) with respect to such additional matters relating to the Trust as may be required or authorized by law, by this Declaration of Trust, by the ByLaws or the By-Laws or by any registration of the Trust with the Securities and Exchange Commission or any Statestate, or as the Trustees may consider necessary or desirable. . Notwithstanding any other provisions of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual 13 series or class, except that (i1) when so required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; series or class, and (ii2) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect that the matter affects only the interests of one or more Seriesseries or class, then only Shareholders of such Series series or class(es) shall be entitled to vote thereon; . The Shareholders may hold meetings and (iii) when take action as provided in the matter involves any action that By-Laws, subject to the Trustees have determined will affect only requirements of the interests of one or more Classes, then only the Shareholders of such Class or Classes 1940 Act where applicable. Each whole Share shall be entitled to one vote thereonas to any matter on which it is entitled to vote and each fractional share shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Lawsproxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or with respect to Shares held in the By-Lawsname of two or more persons shall be valid if executed by any one of them, in the event a proposal by anyone other than the officers unless at or Trustees prior to exercise of the proxy the Trust is submitted receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a vote Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the Shareholders challenger. At any time when no Shares of one or more a Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meeting. Until Shares are issuedoutstanding, the Trustees may exercise all rights of Shareholders of that Series and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Shareholders Voting Powers and Meetings. SECTION Voting Powers ------------- 6 Section 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to (ai) for the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the or removal of Trustees as provided in Article IV, Section 1(d); 1, (cii) with respect to any investment advisory or management contract Adviser as provided in Article VIIV, Section 1; 7, (diii) with respect to any termination of this Trust to the Trust extent and as provided in Article VIIIIX, Section 3; 4, (eiv) the with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 5; and 7, (fv) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of Trust, or the By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any Statesuccessor agency) or any state, or as the Trustees may consider necessary or desirable. (i) when required by the 1940 Act, Shares shall be voted by individual Series; (ii) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series . Each whole Share shall be entitled to one vote thereon; as to any matter on which it is entitled to vote and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Classes, then only the Shareholders of such Class or Classes each fractional Share shall be entitled to vote thereona proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Lawsproxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or with respect to Shares held in the By-Laws, in the event a proposal name of two or more persons shall be valid if executed by anyone other than the officers any one of them unless at or Trustees prior to exercise of the proxy the Trust is submitted receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a vote Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meetingchallenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Voting Power and Meetings ------------------------- Section 2. There shall be an annual meeting of the Shareholders on the date fixed in the By-Laws at the office of the Trust in Boston, Massachusetts, or at such other place as may be designated in the call thereof, which call shall be called and notice thereof and record dates therefor shall be given and set as provided made by the Trustees. In the event that such meeting is not held in any year on the date fixed in the By-Laws, whether the omission be by oversight or otherwise, a subsequent special meeting may be called by the Trustees and held in lieu of the annual meeting with the same effect as though held on such date. Special meetings may also be called by the Trustees from time to time for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. Written notice of any meeting of Shareholders shall be given or caused to be given by the Trustees by mailing such notice at least seven days before such meeting, postage prepaid, stating the time, place and purpose of the meeting, to each Shareholder at the Shareholder's address as it appears on the records of the Trust. If the Trustees shall fail to call or give notice of any meeting of Shareholders for a period of 30 days after written application by Shareholders holding at least 10% of the Shares then outstanding requesting a meeting to be called for a purpose requiring action by the Shareholders as provided herein or in the By-Laws, then Shareholders holding at least 10% of the Shares then outstanding may call and give notice of such meeting, and thereupon the meeting shall be held in the manner provided for herein in case of call thereof by the Trustees. Quorum and Required Vote ------------------------ Section 3. Thirty per cent (30%) of the Shares entitled to vote shall be a quorum for the transaction of business at a Shareholders' meeting. Any lesser number, however, shall be sufficient for adjournments. Any adjourned session or sessions may be held within a reasonable time after the date set for the original meeting without the necessity of further notice. Except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws, a majority of the Shares voted shall decide any questions and a plurality shall elect a Trustee.

Shareholders Voting Powers and Meetings. SECTION Voting Powers ------------- Section 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to (ai) for the --------- election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the or removal of Trustees as provided in Article IV, Section 1(d); 1, (cii) with respect to any investment advisory or management contract adviser as provided in Article VIIV, Section 1; 7, (diii) with respect to any termination of the Trust or any series to the extent and as provided in Article VIIIIX, Section 3; 4, (eiv) the with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 5; 7, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (fvi) with respect to such additional matters relating to the Trust as may be required or authorized by law, by this Declaration of Trust, or by the By-By- Laws or by any registration of the Trust with the Securities and Exchange Commission or any Statestate, or as the Trustees may consider necessary or desirable. . Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provisions of this Declaration of Trust, or any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or class, except (i1) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; series or class, and (ii2) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect that the matter affects only the interests of one or more Seriesseries or class, then only Shareholders of such Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one series or more Classes, then only the Shareholders of such Class or Classes class shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Lawsproxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or with respect to Shares held in the By-Laws, in name of two or more persons shall be valid if executed by any one of them unless at or prior to the event a proposal by anyone other than the officers or Trustees exercise of the proxy the Trust is submitted receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a vote Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meetingchallenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Voting Power and Meetings ------------------------- Section 2. Meetings of Shareholders of the Shareholders shall Trust or of any series or class --------- may be called and notice thereof and record dates therefor shall by the Trustees, or such other person or persons as may be given and set as provided specified in the By-Laws, and held from time to time for the purpose of taking action upon any matter requiring the vote or the authority of the Shareholders of the Trust or any series or class as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. Written notice of any meeting of Shareholders shall be given or caused to be given by the Trustees by mailing such notice at least seven days before such meeting, postage prepaid, stating the time, place and purpose of the meeting, to each Shareholder at the Shareholder's address as it appears on the records of the Trust. If the Trustees shall fail to call or give notice of any meeting of Shareholders for a period of thirty days after written application by Shareholders holding at least 10% of the Shares then outstanding requesting a meeting to be called for a purpose requiring action by the Shareholders as provided herein or in the By- Laws, then Shareholders holding at least 10% of the Shares then outstanding may call and give notice of such meeting, and thereupon the meeting shall be held in the manner provided for herein in case of call thereof by the Trustees. Notice of a meeting need not be given to any Shareholder if a written waiver of notice, executed by him or her before or after the meeting, is filed with the records of the meeting, or to any Shareholder who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Quorum and Required Vote ------------------------ Section 3. A majority of the Shares entitled to vote shall be a quorum for --------- the transaction of business at a Shareholders' meeting, except that where any provision of law or of this Declaration of Trust permits or requires that holders of any series [or class] shall vote as a series or class, then a majority of the aggregate number of Shares of that series or class entitled to vote shall be necessary to constitute a quorum for the transaction of business by that series or class. Any lesser number, however, shall be sufficient for adjournments. Any adjourned session or sessions may be held within a reasonable time after the date set for the original meeting without the necessity of further notice. Except when a larger vote is required by any provisions of this Declaration of Trust or the By-Laws, a majority of the Shares voted on any matter shall decide such matter and a plurality shall elect a Trustee, provided that where any provision of law or of this Declaration of Trust permits or requires that the holders of any series or class shall vote as a series or class, then a majority of the Shares of that series or class voted on the matter shall decide that matter insofar as that series or class is concerned. Action by Written Consent ------------------------- Section 4. Any action taken by Shareholders may be taken without a meeting --------- if a majority of Shareholders entitled to vote on the matter (or such larger vote as shall be required by any provision of this Declaration of Trust or the By-Laws) consent to the action in writing and such written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Shareholders Voting Powers and Meetings. SECTION Voting Powers ------------- Section 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to only: (a) for the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the or removal of Trustees as provided in Article IV, Section 1(d)1; (b) with respect to any investment advisor or manager as provided in Article IV, Section 6; (c) with respect to any investment advisory termination or management contract reorganization of the Trust or any series thereof to the extent and as provided in Article VIIX, Section 1; (d) with respect to any termination of the Trust as provided in Article VIII, Section 3; (e) the amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 54; (e) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders; and (f) with respect to such additional matters relating to the Trust as may be required or authorized by law, the 1940 Act, this Declaration of Trust, or the By-Laws Laws, or any registration of the Trust with the Commission (or any Statesuccessor agency), or any state, or as the Trustees may consider necessary or desirable. (ia) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Seriesseries; and (iib) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect that the matter affects only the interests of one or more Seriesseries, then only Shareholders of such Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Classes, then only the Shareholders of such Class or Classes series shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Lawsproxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or with respect to Shares held in the By-Laws, in name of two or more persons shall be valid if executed by any one of them unless at or prior to the event a proposal by anyone other than the officers or Trustees exercise of the proxy the Trust is submitted receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a vote Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meetingchallenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust Trust, or by the By-Laws to be taken by the Shareholders. Shareholder Meetings -------------------- Section 2. Meetings of the Shareholders shall (including meetings involving only one or more, but less than all series) may be called and notice thereof and record dates therefor held from time to time for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders as herein provided, or upon any other matter deemed by the Trustees to be necessary or desirable. Such meetings shall be given and held at the principal office of the Trust as set forth in the By-Laws of the Trust, or at any such other place within the United States as provided may be designated in the call thereof, which call shall be made by the Trustees or the President of the Trust. Meetings of Shareholders may be called by the Trustees or such other person or persons as may be specified in the By-Laws, and shall be called by the Trustees or such other person or persons as may be specified in the By-Laws upon written application by Shareholders holding at least twenty-five percent (25%) (or ten percent (10%) if the purpose of the meeting is to determine if a Trustee is to be removed from office) of the Shares then outstanding, requesting a meeting be called for a purpose requiring action by the Shareholders as provided herein or in the By-Laws, which purpose shall be specified in any such written application. Shareholders shall be entitled to at least seven days written notice of any meeting of the Shareholders.

Shareholders Voting Powers and Meetings. SECTION Voting Powers ------------- Section 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to (ai) for the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the removal of Trustees as provided in Article IV, Section 1(d); 1, (cii) with respect to any investment advisory or management contract Adviser as provided in Article VIIV, Section 1; 6, (diii) with respect to any termination of this Trust to the Trust extent and as provided in Article VIIIIX, Section 3; 4, (eiv) the with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 5; 7 and (fv) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of Trust, or the By-Laws Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any Statesuccessor agency) or any state, or as the Trustees may consider necessary or desirable. . Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or class except: (i1) when required by the 1940 ActAct or when the Trustees shall have determined that the matter affects one or more series or classes materially differently, Shares shall be voted by individual Seriesseries or class; and (ii2) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect that the matter affects only the interests of one or more Seriesseries or classes, then only Shareholders of such Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one series or more Classes, then only the Shareholders of such Class or Classes classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Lawsproxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or with respect to Shares held in the By-Lawsname of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At all meetings of Shareholders, unless inspectors of election have been appointed, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Unless otherwise specified in the event a proposal by anyone other than proxy, the officers or Trustees proxy shall apply to all Shares of each series of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal owned by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meetingShareholder. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by the Shareholders. Voting Power and Meetings ------------------------- Section 2. Meetings of Shareholders of the Trust or of any series or class may be called by the Trustees or such other person or persons as may be specified in the Bylaws and held from time to time for the purpose of taking action upon any matter requiring the vote or the authority of the Shareholders of the Trust or any series or class as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. Meetings of Shareholders of the Trust or of any series or class shall be called by the Trustees or such other person or persons as may be specified in the Bylaws upon written application. The Shareholders shall be called and entitled to at least seven days' written notice thereof and record dates therefor shall be given and set as provided in of any meeting of the By-LawsShareholders.

Shareholders Voting Powers and Meetings. SECTION Voting Powers ------------- Section 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to only: (a) for the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the or removal of Trustees as provided in Article IV, Section 1(d)1; (b) with respect to any investment advisor or manager as provided in Article IV, Section 6; (c) with respect to any investment advisory termination or management contract reorganization of the Trust or any series thereof to the extent and as provided in Article VIIX, Section 1; (d) with respect to any termination of the Trust as provided in Article VIII, Section 3; (e) the amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 54; (e) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders; and (f) with respect to such additional matters relating to the Trust as may be required or authorized by law, the 1940 Act, this Declaration of Trust, or the By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any Statesuccessor agency) or any state, or as the Trustees may consider necessary or desirable. (ia) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Seriesseries; and (iib) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect that the matter affects only the interests of one or more Seriesseries, then only Shareholders of such Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Classes, then only the Shareholders of such Class or Classes series shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Lawsproxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or with respect to Shares held in the By-Laws, in name of two or more persons shall be valid if executed by any one of them unless at or prior to the event a proposal by anyone other than the officers or Trustees exercise of the proxy the Trust is submitted receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a vote Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meetingchallenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Shareholder Meetings -------------------- Section 2. Meetings of the Shareholders shall (including meetings involving only one or more but less than all series) may be called and notice thereof and record dates therefor held from time to time for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. Such meetings shall be given and held at the principal office of the Trust as set as provided forth in the By-LawsLaws of the Trust, or at any such other place within the United States as may be designated in the call thereof, which call shall be made by the Trustees or the President of the Trust. Meetings of Shareholders may be called by the Trustees or such other person or persons as may be specified in the By-Laws upon written application by Shareholders holding at least twenty-five percent (25%) (or ten percent (10%) if the purpose of the meeting is to determine if a Trustee is to be removed from office) of the Shares then outstanding of all series and classes entitled to vote at such meeting requesting a meeting be called for a purpose requiring action by the Shareholders as provided herein or in the By-Laws which purpose shall be specified in any such written application. Shareholders shall be entitled to at least seven days' written notice of any meeting of the Shareholders.

Shareholders Voting Powers and Meetings. SECTION Voting Powers ------------- Section 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to (ai) for the --------- election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the or removal of Trustees as provided in Article IV, Section 1(d); 1, (cii) with respect to any investment advisory or management contract Adviser as provided in Article VIIV, Section 1; 6, (diii) with respect to any termination of this Trust to the Trust extent and as provided in Article VIIIIX, Section 3; 4, (eiv) the with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 5; 7 and (fv) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of Trust, or the By-Laws Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any Statesuccessor agency) or any state, or as the Trustees may consider necessary or desirable. . Holders of Shares of each series or class shall be entitled to one vote for each dollar (ior a proportionate fractional vote for each fraction of a dollar) of net asset value per Share of each series or class for each Share held as to any matter on which such Shares are entitled to vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or class except: (1) when required by the 1940 ActAct or when the Trustees shall have determined that the matter affects one or more series or classes materially differently, Shares shall be voted by individual Seriesseries or class; and (ii2) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect that the matter affects only the interests of one or more Seriesseries or classes, then only Shareholders of such Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one series or more Classes, then only the Shareholders of such Class or Classes classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Lawsproxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or with respect to Shares held in the By-Lawsname of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At all meetings of Shareholders, unless inspectors of election have been appointed, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Unless otherwise specified in the event a proposal by anyone other than proxy, the officers or Trustees proxy shall apply to all Shares of each series of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal owned by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meetingShareholder. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by the Shareholders. Meetings -------- Section 2. No annual or regular meeting of Shareholders is required. --------- Meetings of Shareholders of the Trust or of any series or class may be called by the Trustees or such other person or persons as may be specified in the Bylaws and held from time to time for the purpose of taking action upon any matter requiring the vote or the authority of the Shareholders of the Trust or any series or class as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. Meetings of Shareholders of the Trust or of any series or class shall be called and notice thereof and record dates therefor by the Trustees or such other person or persons upon written application as may be specified in the Bylaws. The Shareholders shall be given and set as provided in entitled to at least seven days' written notice of any meeting of the By-LawsShareholders.

Shareholders Voting Powers and Meetings. SECTION Section 1. VOTING POWERSVoting Powers Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the By-Laws, MEETINGS, NOTICE, AND RECORD DATES. The the Shareholders shall have power to vote only with respect to (ai) for the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the removal of Trustees as provided in Article IV, Section 1(d); 1, (cii) with respect to any investment advisory or management contract as provided in Article VI, Section 1; (d) any termination of the Trust as provided in Article VIII, Section 3; (e) the amendment of this Declaration of Trust to the extent and as provided in Article VIII, Section 5; 8, (iii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, and (fv) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of Trust, or the By-Laws or any registration of the Trust with the Commission (or any Statesuccessor agency) or any state, or as the Trustees may consider necessary or desirable. . Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the By-Laws, be voted in the aggregate as a single class without regard to series or classes of shares, except (i1) when required by the 1940 ActAct or when the Trustees shall have determined that the matter affects one or more Series or classes of Shares materially differently, Shares shall be voted by individual Seriesseries or class; and (ii2) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect that the matter affects only the interests of one or more Seriesseries or classes, then only Shareholders of such Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one series or more Classes, then only the Shareholders of such Class or Classes classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Lawsproxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or with respect to Shares held in the By-Laws, in the event a proposal name of two or more persons shall be valid if executed by anyone other than the officers any one of them unless at or Trustees prior to exercise of the proxy the Trust is submitted receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a vote Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the Shareholders challenger. At any time when no Shares of one or more a Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meeting. Until Shares class are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Lawsthereof.

Shareholders Voting Powers and Meetings. SECTION 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to (ai) for the election of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the or removal of Trustees as provided in Article IV, Section 1(d); 1 hereof, (cii) with respect to any investment advisory or management contract adviser as provided in Article VIIV, Section 1; 7 hereof, (diii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article VIIIIX, Section 3; 4 hereof, (eiv) the with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 5; 9 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (fvii) with respect to such additional matters relating to the Trust as may be required or authorized by law, by this Declaration of Trust, or by the By-Laws or by any registration of the Trust with the Securities and Exchange Commission or any Statestate, or as the Trustees may consider necessary or desirable. . Notwithstanding any other provisions of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or class, except that (i1) when so required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; series or class, and (ii2) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect that the matter affects only the interests of one or more Seriesseries or class, then only Shareholders of such Series shall be entitled to vote thereon; and (iiiseries or class(es) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares The Shareholders may be voted in person or by proxy or in any manner hold meetings and take action as provided for in the By-Laws. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in subject to the event a proposal by anyone other than the officers or Trustees requirements of the Trust is submitted to 1940 Act where applicable. At any time when no Shares of a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meeting. Until Shares are issuedoutstanding, the Trustees may exercise all rights of Shareholders of that Series and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.