Common use of Voting Powers Clause in Contracts

Voting 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 Bylaws, the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (vi) with respect to such additional matters relating to the Trust as may be required by 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, 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. 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 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, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challenger. 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 Bylaws to be taken by Shareholders as to such series or class.

Voting 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 Bylaws, the The Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IV, Section 1, 2 of this Article; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 3(d); (iiic) with respect to any Manager investment advisory or management contract as provided in Article IVVIII, Section 6, 1; (ivd) with respect to any termination of the Trust as provided in Article IX, Section 4; (e) the amendment of this Trust Declaration to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IXX, Section 8, ; and (vif) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of TrustDeclaration, or the Bylaws By-laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or Class, except (a) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (b) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote thereon. As determined by the Trustees without the vote or consent of shareholders, 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. 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-laws. The By-laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to By-laws. Meetings of Shareholders shall be taken by Shareholders called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-laws.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 28 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 6Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 44 of the 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 or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article IX, Section 87 of the Declaration of Trust, (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 (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor 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, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. On any matter submitted to Except as otherwise provided in the Declaration of Trust or in respect of the terms of a vote class of Shareholderspreferred shares of beneficial interest of the Trust as reflected in these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to classes or series or classes of shares, except (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonShares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. 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 proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder's name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any a particular class or series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the these Bylaws to be taken by Shareholders as to such series class or classseries.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (ia) for or against the election of Trustees as provided in Article IVII, Section 12, (iib) for the removal of Trustees as provided in Article IVII, Section 23(d), (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (vic) with respect to such additional matters relating to the Trust as may be to the extent required by federal law, including the 1940 Act, this Declaration of Trust, Trust or the Bylaws By-laws or any registration statement of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or and (d) as the Trustees may otherwise consider desirable or necessary or desirablein their sole discretion. Each whole Share shall be entitled to one vote as to Notwithstanding any matter other provision of this Declaration of Trust, on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter matters submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to series or classes of sharesaggregate, except except: (1a) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyAct, Shares shall be voted by individual series Series or classClass; and (2b) when the matter involves any action that the Trustees have determined that the matter affects will affect only the interests of one or more series or classesSeries, then only Shareholders of such series or classes Series shall be entitled to vote thereon; and (c) 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. A Shareholder of each Series or Class thereof shall be entitled to one vote for each Share of such Series or Class thereof on any matter on which such Shareholder is entitled to vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held or in any manner provided for in the name of two By-laws, which may provide that proxies may be given in writing or more persons shall be valid if executed by any one of them unless at electronic or prior to exercise telecommunications device or in any other manner described in the By-laws or in a resolution 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, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challengerTrustees. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to be taken by Shareholders as to such series or classBy-laws.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IXVIII, Section 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 (viv) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. 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 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until At any time when no Shares of any series a Series or class 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 Bylaws By-Laws to be taken by Shareholders as to such series or classthe Shareholders.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 28 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 6Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 44 of the 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 or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article IX, Section 87 of the Declaration of Trust, (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 (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor 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, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. On any matter submitted to Except as otherwise provided in the Declaration of Trust or in respect of the terms of a vote class of Shareholderspreferred shares of beneficial interest of the Trust as reflected in these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to classes or series or classes of shares, except (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonShares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. 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 proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any a particular class or series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the these Bylaws to be taken by Shareholders as to such series class or classseries.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IXVIII, Section 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, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. 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 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until At any time when no Shares of any series a Series or 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 Bylaws By-Laws to be taken by the Shareholders as to such series or classthereof.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IXVIII, Section 8, (iii) to the extent provided in Article III, Section 9 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, (v) to remove Trustees from office to the extent and as provided in Article V, Section 6 and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each The number of votes that each whole or fractional 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 specified in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonBy-Laws. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. 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 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until At any time when no Shares of any series a Series or 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 Bylaws By-Laws to be taken by the Shareholders as to such series or classthereof.

Voting 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 Bylaws, the The Shareholders shall have power to vote only only: (ia) for the election of Trustees as provided in Article IV, Section 1, III.4 hereof; (ii) for the removal of Trustees as provided in Article IV, Section 2, (iiib) with respect to any Manager as provided in Article IV, investment advisory or management contract entered into pursuant to and to the extent required by Section 6, IV.2 hereof; (ivc) with respect to the removal of Trustees pursuant to Section VI.16 hereof; (d) with respect to any termination of this Trust to the extent and Trust, as provided in Article IX, Section 4, IX.1 hereof; (ve) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, IX.2 hereof; and (vif) with respect to such additional matters relating to the Trust as may be required by this Declaration or the By-Laws or by reason of Trust, the Bylaws or any registration of the Trust or the Shares with the Securities and Exchange Commission (or any successor agency) state or by any applicable law or any state, regulation or order of the Commission or any state or as the Trustees may consider necessary or desirable. On any matter submitted to a vote of Shareholders, all Shares issued and outstanding shall, subject to applicable law, be voted as a single class in the aggregate and not by series or class, except with respect to (i) any matter determined by the Trustees to affect Shareholders of any particular series or class in a material respect different from the Shareholders of one or more other series or classes; and (ii) such matters as may be otherwise required by this Declaration or by the By-Laws or by reason of the registration of the Trust or its Shares with the Commission or any state or by any applicable law (including the 1940 Act) or any regulation or order of the Commission or any state or as the Trustees may consider necessary or desirable. With respect to such matters, Shareholders of each affected series or class shall have the power to vote as a separate series or class, as determined by the Trustees, and Shareholders that are not so affected shall not be entitled to vote. Each whole Share shall be entitled to one vote as to any matter on which it is Shareholders are 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. 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 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, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders (including, without limitation, the right to amend this Declaration) and may take any action required by law, the By-Laws or this Declaration of Trust or the Bylaws to be taken by Shareholders as to such series or classShareholders. The By-Laws may include further provisions for Shareholders’ votes and related matters.

Voting 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 Bylaws, the (a) The Shareholders shall have power to vote only to: (i1) Elect Trustees, provided that a meeting of Shareholders has been called for the election of Trustees as provided that purpose; (2) Approve transactions described in Section 6.2 and Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination IX of this Trust Agreement; (3) Approve any amendment to Section 3.3 to declassify the Board, to this Article VI or Article IX or, to the extent and as provided in Article IXrequired by Section 6.2, to Section 8.4; and (4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (vi) with respect to Approve such additional matters relating to the Trust as may be required by this Declaration of Trustthe 1940 Act, the Bylaws Governing Instrument or any registration of stock exchange on which the Trust with the Securities and Exchange Commission (or any successor agency) or any stateShares are listed for trading, or as the Trustees, in their sole discretion, shall determine. (b) Until Shares are issued, the Trustees may consider necessary exercise all rights of Shareholders and may take any action required or desirable. permitted by law, or by the Governing Instrument that may be taken by Shareholders. (c) Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote vote, and each fractional Share shall be entitled to a proportionate fractional vote. On . (d) Except as otherwise provided in the Governing Instrument, on any matter submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate together as a single class without regard to series or classes of sharesclass, except (1) when required by the 1940 Act applicable law, Section 3.4(b) 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series classes or classesaffects each class differently, only then the Shareholders of each such series or classes affected class shall be entitled to vote separately thereon. There . (e) Shareholders shall not be no entitled to cumulative voting in the election of Trustees. Shares may be voted in person Trustees or by proxy. A proxy with respect to Shares held on any other matter. (f) Except as otherwise provided in the name of two or more persons Governing Instrument, an affirmative Majority Shareholder Vote shall be valid if executed by required to approve any one of them unless at or prior to exercise matter requiring a vote of the proxy Shareholders. (g) Only Record Owners shall have the Trust receives power to cast a specific written notice vote at a meeting of shareholders subject to the contrary from any one voting provisions set forth in the Governing Instrument. Beneficial owners of them. A proxy purporting Shares who are not Record Owners shall not be entitled to be executed by or on behalf cast a vote at a meeting of a Shareholder Shareholders but shall be deemed valid unless challenged at or prior entitled to its exercise andprovide voting instructions to corresponding Record Owners, in subject to any limitations imposed by applicable law and stock exchanges on which the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challenger. 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 Bylaws to be taken by Shareholders as to such series or classlisted for trading.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust and Article 11 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 28 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 6Sections 2 and 3 of the Declaration of Trust and Article 11 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 44 of the Declaration of Trust and Article 11 hereto (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article IX, Section 87 of the Declaration of Trust and Article 11 hereto, (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 (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor 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, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. On any matter submitted to Except as otherwise provided in the Declaration of Trust or in respect of the terms of a vote class of Shareholderspreferred shares of beneficial interest of the Trust as reflected in these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to classes or series or classes of shares, except (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonShares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. 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 proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder's name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any a particular class or series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the these Bylaws to be taken by Shareholders as to such series class or classseries.

Voting Powers. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or rights established with respect to a particular Class in the BylawsBy-Laws or the resolutions establishing such Class, the Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IV, Section 1, 2 of this Article; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 5(a); (iiic) with respect any investment advisory or management contract to any Manager as provided in Article IV, Section 6, the extent required by the 1940 Act; (ivd) with respect to any termination the amendment of this Trust Declaration to the extent and as provided in Article IXX, Section 4, 10; (ve) with respect the conversion of the Trust to any amendment of this Declaration of Trust an open-end investment company to the extent and as provided in Article IX, Section 85; (f) the reorganization of the Trust to the extent provided in Article IX, Section 6; (g) to approve a transaction subject to Article IX, Section 7, and (vih) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws 1940 Act or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or Class, except (a) as provided with respect to a particular Class in the By-Laws or the resolutions establishing such Class, (b) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (c) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote thereon. As determined by the Trustees without the vote or consent of shareholders and except as provided with respect to a particular Class in the By-Laws or the resolutions establishing such Class, 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. 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-Laws. The By-Laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to By-Laws. Meetings of Shareholders shall be taken by Shareholders called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-Laws.

Voting Powers. Subject to the voting powers provisions of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsArticle III, Section 6(d), the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for to the removal same extent as the stockholders of Trustees a Massachusetts business corporation as provided in Article IVto whether or not a court action, Section 2proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any the termination of this the Trust or any Series to the extent and as provided in Article IXVIII, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (viiv) with respect to such additional matters relating to the Trust as may be required by 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, or as the Trustees may consider necessary or desirable. Each whole Share A Shareholder of each Series shall be entitled to one vote as to for each dollar of net asset value per Share of such Series, on any matter on which it such Shareholder is entitled to vote and each fractional Share dollar amount shall be entitled to a proportionate fractional vote. On any matter submitted All references in this Declaration of Trust or the Bylaws to a vote of, or the holders of, a percentage of Shareholders, all Shares shall mean a vote of or the holders of that percentage of total votes representing dollars of net asset value of a Series or of the Trust then entitled to vote shallTrust, 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereoncase may be. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. 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 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until At any time when no Shares of any series or class a Series are issuedoutstanding, the Trustees may exercise all rights of Shareholders and may of that Series with respect to matters affecting that Series, take any action required or permitted by law, this Declaration of Trust or the Bylaws to be taken by Shareholders as to such series or classthe Shareholders.

Voting Powers. Subject (a) Notwithstanding any other provision of this Declaration of Trust, on any matters submitted to a vote of the voting powers Shareholders, all Outstanding 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 or Class; (ii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more classes Series, then only the Shareholders of Shares as set forth elsewhere in this Declaration 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 Trust one or in more Classes, then only the Bylaws, the Shareholders of such Class or Classes shall be entitled to vote thereon. (b) The Shareholders shall have power to vote only only: (ia) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Section 2, Sections 3.4 and 3.5 hereof; (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (vb) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, 9.2 hereof; and (vic) with respect to such additional matters relating to the Trust as the Trustees may consider necessary or desirable. On any matter submitted to a vote of Shareholders, all Shares issued and outstanding shall, subject to applicable law, be required voted as a single class in the aggregate and not by this Declaration series or class, except with respect to (i) any matter determined by the Trustees to affect Shareholders of Trust, any particular series or class in a material respect different from the Bylaws Shareholders of one or any registration of the Trust with the Securities more other series or classes; and Exchange Commission (or any successor agencyii) or any state, or such matters as the Trustees may consider necessary or desirable. With respect to such matters, Shareholders of each affected series or class shall have the power to vote as a separate series or class, as determined by the Trustees, and Shareholders that are not so affected shall not be entitled to vote. Each whole Share shall be entitled to one vote as to any matter on which it is Shareholders are 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. 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 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, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders (including, without limitation, the right to amend this Declaration) and may take any action required by law, the By-Laws or this Declaration of Trust or the Bylaws to be taken by Shareholders Shareholders. The By-Laws may include further provisions for Shareholders’ votes and related matters. (c) Unless otherwise required by law, each whole Share shall be entitled to one vote as to such series any matter on which Shareholders are entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. (d) There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or classby proxy. (e) Until Shares are issued, the Trustees may exercise all rights of Shareholders (including, without limitation, the right to amend this Declaration) and may take any action required by law, the By-Laws or this Declaration to be taken by Shareholders. (f) The By-Laws may include further provisions for Shareholders’ votes and related matters.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 28 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 6Sections 2 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 44 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article IX, Section 87 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (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 (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor 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, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. On any matter submitted to Except as otherwise provided in the Declaration of Trust or in respect of the terms of a vote class of Shareholderspreferred shares of beneficial interest of the Trust as reflected in these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to classes or series or classes of shares, except (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonShares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. 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 proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any a particular class or series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the these Bylaws to be taken by Shareholders as to such series class or series. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued and outstanding, including, without limitation, the APS and the VMTP Shares, shall be treated as a single class.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 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 IX, Section 4, and (viv) with respect to such additional matters relating to the Trust as may be required by 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, 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. 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 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until At any time when no Shares of any series a Series or class 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 Bylaws to be taken by the Shareholders as to such series or classthereof.

Voting Powers. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or rights established with respect to a particular Class in the BylawsBy-Laws or the resolutions establishing such Class, the Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IV, Section 1, 2 of this Article; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 5(a); (iiic) with respect any investment advisory or management contract to any Manager as provided in Article IV, Section 6, the extent required by the 1940 Act; (ivd) with respect to any termination the amendment of this Trust Declaration to the extent and as provided in Article IX, Section 4, 10; (ve) with respect the conversion of the Trust to any amendment of this Declaration of Trust an open-end investment company to the extent and as provided in Article IX, Section 85; (f) the reorganization of the Trust to the extent provided in Article IX, Section 6; (g) to approve a transaction subject to Article IX, Section 7, and (vih) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws 1940 Act or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or Class, except (a) as provided with respect to a particular Class in the By-Laws or the resolutions establishing such Class, (b) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (c) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote thereon. As determined by the Trustees without the vote or consent of shareholders and except as provided with respect to a particular Class in the By-Laws or the resolutions establishing such Class, 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. 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-Laws. The By-Laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to By-Laws. Meetings of Shareholders shall be taken by Shareholders called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-Laws.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IVSections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 25.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to termination or reorganization of the Trust or any termination of this Trust Series to the extent and as provided in Article IXSections 9.2, Section 49.3 and 9.4 hereof, (viv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IXSection 9.5 hereof, Section 8(v) to the same extent as the stockholders of a Delaware 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 any Series, or the Shareholders of any of them (provided. however, that a Shareholder of a particular Series shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each whole Share If and to the extent that the Trustees shall determine that such action is required by law or by this Declaration, they shall cause each matter required or permitted to be entitled voted upon at a meeting or by written consent of Shareholders to one be submitted to a separate vote as to any matter on which it is of the outstanding Shares of each Series entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholdersthereon; provided, 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 (1i) when expressly required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes by other law, actions of Shares materially differently, Shares Shareholders shall be voted taken by individual series or classSingle Class Voting of all outstanding Shares whose holders are entitled to vote thereon; and (2ii) when the Trustees have determined determine that the any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more series but not all Series or classesof one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class), then only the Shareholders of such series the Series or classes Classes so affected shall be entitled to vote thereon. There Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of the Trust or each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no cumulative voting in separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shares may Shareholders of a particular Series shall not be voted in person or by proxy. A proxy with respect entitled to Shares held in the name of two vote on any matter that affects only one 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, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challenger. 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 Bylaws to be taken by Shareholders as to such series or classSeries.

Voting 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 Bylaws, the The Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IV, Section 1, 2 of this Article; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 5(d); (iiic) with respect to any Manager investment advisory or management contract as provided in Article IVIII, Section 6, 2; (ivd) with respect to any termination of this the Trust to the extent and as provided in Article IX, Section 4, ; (ve) with respect to any the amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, ; and (vif) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of TrustDeclaration, or the Bylaws By-laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or Class, except (a) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (b) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote thereon. As determined by the Trustees without the vote or consent of shareholders, 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. 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-laws. The By-laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to By-laws. Meetings of Shareholders shall be taken by Shareholders called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-laws.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, of this Declaration of Trust; provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) for the removal of Trustees as provided in Article IV, Section 26, (iii) with respect to any Manager as provided in Article IV, Section 65, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, (v) with respect to the termination of the Trust or a series of Shares as provided in Article IX, Section 5, and (vi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the Bylaws By-Laws of the Trust or any registration of the Trust with the Securities and Exchange Commission (or any successor 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 (except that in the election of Trustees said vote may be cast for as many persons as there are Trustees to be elected), and each fractional Share shall be entitled to a proportionate fractional vote. On 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, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to series or classes of sharesShares, except (1i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, differently Shares shall be voted by individual series or class; class and (2ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes, classes then only Shareholders of such series 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. 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 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Whenever no Shares of any series or class are issuedissued and outstanding, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any By-Laws of the Bylaws Trust to be taken by Shareholders as to such series or classShareholders.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for to the removal of Trustees as extent provided in Article IVIII, Section 29 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, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any the termination of this the Trust or any Series or class to the extent and as provided in Article IXVIII, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, 4 and (viiv) with respect to such additional matters relating to the Trust as may be required by applicable law, including the 1940 Act, 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, or as the Trustees may consider necessary or desirable. Each The number of votes that each whole or fractional 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 specified in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. 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 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until At any time when no Shares of any series a Series or 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 Bylaws to be taken by the Shareholders as to such series or classthereof.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IVSections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 25.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to termination or reorganization of the Trust or any termination of this Trust Series to the extent and as provided in Article IXSections 9.2, Section 49.3 and 9.4 hereof, (viv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IXSection 9.5 hereof, Section 8(v) to the same extent as the stockholders of a Delaware 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 any Series, or the Shareholders of any of them (provided. however, that a Shareholder of a particular Series shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each whole Share If and to the extent that the Trustees shall determine that such action is required by law or by this Declaration, they shall cause each matter required or permitted to be entitled voted upon at a meeting or by written consent of Shareholders to one be submitted to a separate vote as to any matter on which it is of the outstanding Shares of each Series entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholdersthereon; provided, 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 (1i) when expressly required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes by other law, actions of Shares materially differently, Shares Shareholders shall be voted taken by individual series or classSingle Class Voting of all outstanding Shares whose holders are entitled to vote thereon; and (2ii) when the Trustees have determined determine that the any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more series but not all Series or classesof one or more but not all Classes of a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class), then only the Shareholders of such series the Series or classes Classes so affected shall be entitled to vote thereon. There Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no cumulative voting in separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shares may Shareholders of a particular Series shall not be voted in person or by proxy. A proxy with respect entitled to Shares held in the name of two vote on any matter that affects only one 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, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challenger. 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 Bylaws to be taken by Shareholders as to such series or classSeries.

Voting 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 Bylaws, the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 23, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (viv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (viv) with respect to such additional matters relating to the Trust as may be required by applicable law, including the 1940 Act, 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, 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. 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 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, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challenger. Until At any time when no Shares of any a series or class are issuedoutstanding, 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 Bylaws to be taken by the Shareholders as to such series or classthereof.

Voting Powers. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or rights established with respect to a particular Class in the BylawsBy-laws or the resolutions establishing such Class, the Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IVII, Section 1, 5; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 5; (iiic) with respect any investment advisory or management contract to any Manager as provided in Article IV, Section 6, the extent required by the 1940 Act; (ivd) with respect to any termination the amendment of this Trust Declaration to the extent and as provided in Article IX, Section 4, 10; (vd) with respect to any amendment termination of this Declaration of the Trust to the extent and as provided in Article IX, Section 84, (f) the conversion of the Trust to an open-end investment company to the extent provided in Article IX, Section 5, (g) the reorganization of the Trust to the extent provided in Article IX, Section 6; (h) to approve a transaction subject to Article IX, Section 7, and (vii) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of TrustDeclaration, or the Bylaws By-laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or Class, except (a) as provided with respect to a particular Class in the By-laws or the resolutions establishing such Class, (b) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (c) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote thereon. As determined by the Trustees without the vote or consent of Shareholders and except as provided with respect to a particular Class in the By-laws or the resolutions establishing such Class, 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. 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-laws. The By-laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to By-laws. Meetings of Shareholders shall be taken by Shareholders called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-laws.

Voting 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 Bylaws, the The Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IV, Section 1, 2 of this Article; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 2.3; (iiic) with respect to any Manager investment advisory or management contract as provided in Article IV, Section 6, 4.1; (ivd) with respect to any termination of the Trust as provided in Article XI, Section 11.2; (e) the amendment of this Trust Declaration to the extent and as provided in Article IXXI, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, 11.4; and (vif) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of TrustDeclaration, or the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or Class, except (a) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (b) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote thereon. As determined by the Trustees without the vote or consent of shareholders, 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. 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-Laws. The By-Laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees, the burden of proving invalidity shall rest on the challengerShares may be voted only in person or by written proxy. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to By-Laws. Meetings of Shareholders shall be taken by Shareholders called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-Laws.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, 2.13; (ii) for with respect to termination of the removal of Trustees Trust or a Series or Class thereof as provided in Article IV, Section 2, 7.2; (iii) with respect to any Manager a merger, consolidation or sale of assets as provided in Article IV, Section 6, 7.2; (iv) with respect to any termination a conversion from a “closed-end fund” to an “open-end fund” as provided in Section 7.4; (v) with respect to incorporation of this the Trust to the extent and as provided in Article IX, Section 4, 7.5; (vvi) with respect to any amendment of this Declaration of Trust to the same extent and as provided in Article IXthe stockholders of a Massachusetts business corporation as to whether or not a court action, Section 8, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or a Series thereof or the Shareholders of either; and (vivii) with respect to such additional matters relating to the Trust as may be required by this Declaration of TrustDeclaration, the Bylaws By-Laws or any registration of the Trust as an investment company under the 1940 Act with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. On any matter required or permitted to be voted on by the Shareholders, all. Shares then entitled to vote shall be voted in the aggregate as a single class without regard to Class or Series, except (i) when required by this Declaration of Trust, the By-Laws or by the 1940 Act, or when the Trustees shall have determined that any matter to be submitted to a vote of the Shareholders affects the rights or interests of the Shareholders of one or more Classes or Series materially differently, Shares shall be voted by individual Class or Series; and (ii) when the Trustees shall have determined that the matter affects only the interests of one or more Classes or Series, then only the Shareholders of such Class or Classes or Series shall be entitled to vote thereon. 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 The Trustees may, in conjunction with the establishment of any matter submitted to a vote further Series or any Classes of ShareholdersShares, all establish conditions under which the several Series or Classes of 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 (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one separate voting rights or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonno voting rights. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. 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 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, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challenger. 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 Bylaws By-Laws to be taken by Shareholders as Shareholders, including the approval of any amendment to such series or classthe Declaration. The By-Laws may include further provisions for Shareholders’ votes and meetings and related matters.

Voting 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 Bylaws, the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 21, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 87, (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 (vivii) with respect to such additional matters relating to the Trust as may be required by 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, 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, then only Shareholders of such series 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. 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 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. 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 Bylaws to be taken by Shareholders as to such series or class.

Voting Powers. Subject to the voting powers of one or more classes or series of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsBy-Laws, the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Section 1 or Section 2, (iiiii) with respect to any Manager Adviser as provided in Article IV, Section 67, (iviii) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v4,(iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 87, (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 (vi) with respect to such additional matters relating to the Trust as may be required by law, this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor 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, except as otherwise provided in the By-Laws. On 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, except as otherwise provided in the BylawsBy-Laws or required by law, be voted in the aggregate as a single class without regard to classes or series or classes of shares, except (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonShares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. 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 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any a particular class or 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 Bylaws By-Laws to be taken by Shareholders as to such series class or class.series. VOTING POWER AND MEETINGS

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 28 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 6Sections 2 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 44 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article IX, Section 87 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (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 (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor 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, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. On any matter submitted to Except as otherwise provided in the Declaration of Trust or in respect of the terms of a vote class of Shareholderspreferred shares of beneficial interest of the Trust as reflected in these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to classes or series or classes of shares, except (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonShares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. 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 proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any a particular class or series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the these Bylaws to be taken by Shareholders as to such series class or series. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued and outstanding, including, without limitation, the APS and the RVMTP Shares, shall be treated as a single class.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust and Article 11 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 28 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 6Sections 2 and 3 of the Declaration of Trust and Article 11 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 44 of the Declaration of Trust and Article 11 hereto (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) and (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article IX, Section 87 of the Declaration of Trust and Article 11 hereto, (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 (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor 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, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. On any matter submitted to a vote Except as otherwise provided in the Declaration of ShareholdersTrust or these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to classes or series or classes of shares, except (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonShares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. 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 proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder's name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any a particular class or series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the these Bylaws to be taken by Shareholders as to such series class or classseries.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, of this Declaration of Trust; provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) for the removal of Trustees as provided in Article IV, Section 26, (iii) with respect to any Manager as provided in Article IV, Section 65, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the extent and termination of the Trust or a series of Shares as provided in Article IX, Section 86, (vii) to the same extent as the stockholders of a Massachusetts business corporation, as to whether or not a court action, proceeding or claim should be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (viviii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the Bylaws By-Laws of the Trust or any registration of the Trust with the Securities and Exchange Commission (or any successor 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 (except that in the election of Trustees said vote may be cast for as many persons as there are Trustees to be elected), and each fractional Share shall be entitled to a proportionate fractional vote. On 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, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to series or classes of sharesShares, except (1i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, differently Shares shall be voted by individual series or class; class and (2ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes, classes then only Shareholders of such series 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. 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 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Whenever no Shares of any series or class are issuedissued and outstanding, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any By-Laws of the Bylaws Trust to be taken by Shareholders as to such series or classShareholders.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IVSections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 25.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to termination or reorganization of the Trust or any termination of this Trust Series to the extent and as provided in Article IXSections 9.2, Section 49.3 and 9.4 hereof, (viv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IXSection 9.5 hereof, Section 8(v) to the same extent as the stockholders of a Delaware business 23 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 any Series, or the Shareholders of any of them (provided. however, that a Shareholder of a particular Series shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each whole Share If and to the extent that the Trustees shall determine that such action is required by law or by this Declaration, they shall cause each matter required or permitted to be entitled voted upon at a meeting or by written consent of Shareholders to one be submitted to a separate vote as to any matter on which it is of the outstanding Shares of each Series entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholdersthereon; provided, 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 (1i) when expressly required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes by other law, actions of Shares materially differently, Shares Shareholders shall be voted taken by individual series or classSingle Class Voting of all outstanding Shares whose holders are entitled to vote thereon; and (2ii) when the Trustees have determined determine that the any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more series but not all Series or classesof one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class), then only the Shareholders of such series the Series or classes Classes so affected shall be entitled to vote thereon. There Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of the Trust or each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no cumulative voting in separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shares may Shareholders of a particular Series shall not be voted in person or by proxy. A proxy with respect entitled to Shares held in the name of two vote on any matter that affects only one 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, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challenger. 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 Bylaws to be taken by Shareholders as to such series or classSeries.

Voting Powers. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or rights established with respect to a particular Class in the BylawsBy-laws or the resolutions establishing such Class, the Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IVII, Section 1, 5; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 5; (iiic) with respect any investment advisory or management contract to any Manager as provided in Article IV, Section 6, the extent required by the 1940 Act; (ivd) with respect to any termination the amendment of this Trust Declaration to the extent and as provided in Article IX, Section 4, 10; (vd) with respect to any amendment termination of this Declaration of the Trust to the extent and as provided in Article IX, Section 84, (f) the conversion of the Trust to an open-end investment company to the extent provided in Article IX, Section 5, (g) the reorganization of the Trust to the extent provided in Article IX, Section 6; (h) to approve a transaction subject to Article IX, Section 7, and (vii) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of TrustDeclaration, or the Bylaws By-laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or Class, except (a) as provided with respect to a particular Class in the By-laws or the resolutions establishing such Class, (b) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (c) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote thereon. As determined by the Trustees without the vote or consent of Shareholders and except as provided with respect to a particular Class in the By-laws or the resolutions establishing such Class, 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. 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-laws. The By-laws may provide that Shares may be valid if executed voted and/or proxies may be given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if (a) a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or (b) if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on officers or Trustees, then Shares may be voted only in person or by written proxy unless the challengerTrustees determine to allow Shares to be voted in any such circumstance by any electronic or telecommunications device and/or proxies to be given by any electronic or telecommunications device or Shares to be voted or proxies to be given in any other manner as provided in the By-laws. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to By-laws. Meetings of Shareholders shall be taken by Shareholders called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-laws.

Voting 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 Bylaws, the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 21, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 87, (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 (vivii) with respect to such additional matters relating to the Trust as may be required by 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, 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. 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 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. 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 Bylaws to be taken by Shareholders as to such series or class.

Voting Powers. Subject (a) Except as required under applicable U.S. federal law or under the rules or regulations of an Exchange, the Unitholders shall have no voting rights hereunder (including with respect to mergers, consolidations or conversions of the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or transfers to or domestication in any jurisdiction by the Bylaws, the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) Trust or with respect to any Manager other matters that under the Delaware Trust Statute default voting rights are provided to holders of beneficial interests.) The Unitholders of a series shall have the right to vote on other matters only as provided the Managing Owner may consider desirable and so authorizes in Article IVits sole discretion. To the extent that federal or Delaware law is amended, Section 6modified or interpreted by rule, regulation, order, or no-action letter to (ivon a mandatory basis) expand, eliminate or limit Unitholders’ right to vote on any specific matter, the Unitholders’ right to vote shall be deemed to be amended, modified or interpreted in accordance therewith without further approval by the Managing Owner or the Unitholders. (b) On each matter, if any, submitted to a vote of Unitholders, unless the Managing Owner determines otherwise, all Units of all series or classes shall vote together as a single series or class; provided, however, that: (i) as to any matter with respect to which a separate vote of any termination of series or class is required by applicable law or is required by attributes applicable to any series or class, such requirements as to a separate vote by that series or class shall apply; (ii) unless the Managing Owner determines that this Trust clause (ii) shall not apply in a particular case, to the extent that a matter referred to in clause (i) above affects more than one series or class and the interests of each such series or class in the matter are identical, then the Units of all such affected series or classes shall vote together as provided in Article IX, Section 4, a single series or class; and (viii) with respect as to any amendment matter which does not affect the interests of this Declaration a particular series or class, only the holders of Trust to the extent and as provided in Article IX, Section 8, and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws or any registration Units of the Trust with one or more affected series or classes shall be entitled to vote. As determined by the Securities and Exchange Commission Managing Owner, in its sole discretion, without the vote or consent of Unitholders, on any matter submitted to a vote of Unitholders either (or any successor agencyi) or any state, or as the Trustees may consider necessary or desirable. Each each whole Share Unit shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share Unit shall be entitled to a proportionate fractional vote or (ii) each dollar of Net Asset Value (number of Units owned times Net Asset Value Per Unit of the Trust, or of such class, as applicable) shall be entitled to one vote on any matter on which such Units are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares Without limiting the power of the Trust then entitled Trustee in any way to vote shalldesignate otherwise in accordance with the preceding sentence, 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 (1) when required by the 1940 Act or when the Trustees shall have determined Managing Owner hereby establishes that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes each whole Unit shall be entitled to one vote thereon. There as to any matter on which it is entitled to vote and each fractional Unit shall be no cumulative voting in the election of Trusteesentitled to a proportionate fractional vote. Shares Units may be voted in person or by proxy. A proxy with respect to Shares held or in any manner determined by 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 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, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challenger. 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 Bylaws to be taken by Shareholders as to such series or classManaging Owner.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, 2.13; (ii) for with respect to termination of the removal of Trustees Trust or a Series or Class thereof as provided in Article IV, Section 2, 7.2; (iii) with respect to any Manager a merger, consolidation or sale of assets as provided in Article IV, Section 6, 7.2; (iv) with respect to any termination a conversion from a "closed-end fund" to an "open-end fund" as provided in Section 7.4; (v) with respect to incorporation of this the Trust to the extent and as provided in Article IX, Section 4, 7.5; (vvi) with respect to any amendment of this Declaration of Trust to the same extent and as provided in Article IXthe stockholders of a Massachusetts business corporation as to whether or not a court action, Section 8, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or a Series thereof or the Shareholders of either; and (vivii) with respect to such additional matters relating to the Trust as may be required by this Declaration of TrustDeclaration, the Bylaws By-laws or any registration of the Trust as an investment company under the 1940 Act with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. On any matter required or permitted to be voted on by the Shareholders, all Shares then entitled to vote shall be voted in the aggregate as a single class without regard to Class or Series, except (i) when required by this Declaration of Trust, the By-Laws or by the 1940 Act, or when the Trustees shall have determined that any matter to be submitted to a vote of the Shareholders affects the rights or interests of the Shareholders of one or more Classes or Series materially differently, Shares shall be voted by individual Class or Series; and (ii) when the Trustees shall have determined that the matter affects only the interests of one or more Classes or Series, then only the Shareholders of such Class or Classes or Series shall be entitled to vote thereon. 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 The Trustees may, in conjunction with the establishment of any matter submitted to a vote further Series or any Classes of ShareholdersShares, all establish conditions under which the several Series or Classes of 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 (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one separate voting rights or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonno voting rights. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. 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 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, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challenger. 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 Bylaws By-laws to be taken by Shareholders as Shareholders, including the approval of any amendment to such series or classthe Declaration. The By-laws may include further provisions for Shareholders' votes and meetings and related matters.

Voting Powers. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or rights established with respect to a particular Class in the BylawsBy-Laws or the resolutions establishing such Class, the Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IV, Section 1, 2 of this Article; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 5(a); (iiic) with respect any investment advisory or management contract to any Manager as provided in Article IV, Section 6, the extent required by the 1940 Act; (ivd) with respect to any termination the amendment of this Trust Declaration to the extent and as provided in Article IX, Section 4, 10; (ve) with respect the conversion of the Trust to any amendment of this Declaration of Trust an open-end investment company to the extent and as provided in Article IX, Section 85; (f) the reorganization of the Trust to the extent provided in Article IX, Section 6; (g) to approve a transaction subject to Article IX, Section 7, and (vih) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws 1940 Act or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each On any matter submitted to a vote of the Shareholders, all Shares or Preferred Securities shall be voted by individual Series or Class, except (a) as provided with respect to a particular Class in the By- Laws or the resolutions establishing such Class, (b) when required by the 1940 Act, Shares and Preferred Securities shall be voted in the aggregate and not by individual Series or Class, and (c) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote thereon. As determined by the Trustees without the vote or consent of shareholders and except as provided with respect to a particular Class in the By-Laws or the resolutions establishing such Class, on any matter submitted to a vote of Shareholders either (i) each whole Share or Preferred Security shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share or Preferred Security 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. On any matter submitted to a vote of Shareholders, all Shares Without limiting the power of the Trust then entitled Trustees in any way to vote shalldesignate otherwise in accordance with the preceding sentence, 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 (1) when required by the 1940 Act or when the Trustees shall have determined hereby establish that the matter affects one each whole Share or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes Preferred Security shall be entitled to one vote thereonas to any matter on which it is entitled to vote and each fractional Share or Preferred Security shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares or Preferred Securities may be voted in person or by proxy. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-Laws. The By-Laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares or Preferred Securities may be voted only in person or by written proxy. Until Shares or Preferred Securities 12966669/2 of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to By-Laws. Meetings of Shareholders shall be taken by Shareholders called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-Laws.

Voting Powers. Subject to the voting powers provisions of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsArticle III, the Section 7(d), Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, and (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws By-Laws, the 1940 Act or any registration statement of the Trust filed with the Securities and Exchange Commission (or any successor 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 as to any matter on which it is entitled to vote. On any matter submitted to a vote of Shareholders, all Shares of To 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 (1) when required by extent that the 1940 Act or when 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 deemed to be amended, modified or interpreted in accordance therewith without further approval by the Trustees shall have determined that or the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of TrusteesShareholders. Shares may be voted in person or by proxyproxy or by any manner authorized by the Trustees. Unless the Trustees declare otherwise, proxies may be given by any electronic or telecommunications device, including telefax, telephone or through the Internet or any other means permissible under the Delaware Act, but if a proposal by anyone other than the officers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees, Shares may be voted only in person or by written proxy unless 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 of such Series with respect to the Trust or such particular Series required or permitted by law or this Declaration of Trust and the By-Laws to be taken by Shareholders. 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 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. 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 Bylaws to be taken by Shareholders as to such series or class.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees Directors as provided in Article IVIII, Section 1Sections 3.01 and 3.02 hereof, (ii) for the removal of Trustees Directors as provided in Article IVIII, Section 23.03 hereof, (iii) with respect to any Manager investment advisory or management contract as provided in Article IVVI, Section 6, (iv) with respect to any termination of this Trust to the extent Sections 6.01 and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 86.05 hereof, and (viiv) with respect to such additional matters relating to the Trust Company as may be required by law, by this Declaration of TrustAgreement, or the Bylaws or any registration of the Trust Company with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees Directors 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 the Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to series or classes of sharesseparately by individual Series, except (1i) when required by the 1940 Act or Act, Shares shall be voted in the aggregate and not by individual Series; (ii) as specifically provided in this Agreement, and (iii) when the Trustees shall Directors have determined that the matter affects the interests of more than one or more series or classes Series, then the Shareholders of Shares materially differently, Shares all such Series shall be voted by individual series or class; and (2) when the Trustees have determined entitled to vote thereon. The Directors may also determine that the a matter affects only the interests of one or more series Classes of a Series, in which case any such matter shall be voted on only by such Class or classes, only Shareholders Classes. A Shareholder of such series or classes each Series shall be entitled to one vote thereonfor each dollar of net asset value (number of Shares owned multiplied by the net asset value per Share) of such Series on any matter on which such Shareholder is entitled to vote and each fractional dollar amount shall be entitled to a fractional dollar vote. There shall be no cumulative voting in the election of TrusteesDirectors. Shares may be voted in person or by proxyproxy or in any manner provided for in the Bylaws. A proxy with respect to Shares held may be given in writing. The Bylaws may provide that proxies may also, or may instead, be given by any electronic or telecommunications device or in any other manner. Notwithstanding anything else herein or 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 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 andBylaws, in the case of event a challenge proposal by any person anyone other than the Trustofficers or Directors of the Company is submitted to a vote of the Shareholders of the Company or one or more Series or Classes of the Company, or in the burden event of proving invalidity shall rest on any proxy contest or proxy solicitation or proposal in opposition to any proposal by the challengerofficers or Directors of the Company, Shares may be voted only in person or by written proxy. Until Shares of any series or class are issued, the Trustees Directors may exercise all rights of Shareholders and may take any action required or permitted by law, law or this Declaration of Trust or Agreement (including the Bylaws Bylaws) to be taken by Shareholders as to such series or classShareholders.

Voting Powers. Subject to the voting powers of one or more classes of Shares shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 21, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 87, (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 (vivii) with respect to such additional matters relating to the Trust as may be required by 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, 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 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, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, then only Shareholders of such series 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. 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 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. 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 Bylaws to be taken by Shareholders as to such series or class.

Voting Powers. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or rights established with respect to a particular Class in the BylawsBy-Laws or the resolutions establishing such Class, the Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IV, Section 1, 2 of this Article; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 5(a); (iiic) with respect any investment advisory or management contract to any Manager as provided in Article IV, Section 6, the extent required by the 1940 Act; (ivd) with respect to any termination the amendment of this Trust Declaration to the extent and as provided in Article IX, Section 4, 10; (ve) with respect the conversion of the Trust to any amendment of this Declaration of Trust an open-end investment company to the extent and as provided in Article IX, Section 85; (f) the reorganization of the Trust to the extent provided in Article IX, Section 6; (g) to approve a transaction subject to Article IX, Section 7, and (vih) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws 1940 Act or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each On any matter submitted to a vote of the Shareholders, all Shares or Preferred Securities shall be voted by individual Series or Class, except (a) as provided with respect to a particular Class in the By-Laws or the resolutions establishing such Class, (b) when required by the 1940 Act, Shares and Preferred Securities shall be voted in the aggregate and not by individual Series or Class, and (c) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote thereon. As determined by the Trustees without the vote or consent of shareholders and except as provided with respect to a particular Class in the By-Laws or the resolutions establishing such Class, on any matter submitted to a vote of Shareholders either (i) each whole Share or Preferred Security shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share or Preferred Security 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. On any matter submitted to a vote of Shareholders, all Shares Without limiting the power of the Trust then entitled Trustees in any way to vote shalldesignate otherwise in accordance with the preceding sentence, 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 (1) when required by the 1940 Act or when the Trustees shall have determined hereby establish that the matter affects one each whole Share or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes Preferred Security shall be entitled to one vote thereonas to any matter on which it is entitled to vote and each fractional Share or Preferred Security shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares or Preferred Securities may be voted in person or by proxy. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-Laws. The By-Laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares or Preferred Securities may be voted only in person or by written proxy. Until Shares or Preferred Securities of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to By-Laws. Meetings of Shareholders shall be taken by Shareholders called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-Laws.

Voting 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 Bylaws, the The Shareholders shall have the power to vote only (i) for the election of Trustees as provided in Article IVII, Section 1, 2.2; (ii) for the removal of Trustees as provided in Article IVII, Section 2, 2.3(d); (iii) with respect to any Manager investment adviser as provided in Article IV, Section 6, 4.1; (iv) with respect to any termination the merger, consolidation and sale of this assets of the Trust to the extent and as provided in Article IXXI, Section 4, 11.3; (v) with respect to any the amendment of this Declaration of Trust to the extent and as provided in Article IXXI, Section 811.4; (vi) to the same extent as the Shareholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should be brought or maintained derivatively or as a class action on behalf of the Trust or any Series or Class thereof or the Shareholders (provided, however, that a shareholder of a particular Series or Class shall not be entitled to a derivative or class action on behalf of any other Series or Class (or shareholders of any other Series) of the Trust); and (vivii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of TrustDeclaration, or the Bylaws or any registration By-laws of the Trust with the Securities and Exchange Commission (or any successor agency) regulation of the Trust, by the Commission or any stateState, or as the Trustees may consider necessary or desirable. Each Any matter affecting a particular Series, or Class including without limitation, matters affecting the investment advisory arrangements or investment policies or restrictions of a Series, if required by law, shall not be deemed to have been effectively acted upon unless approved by the required vote of the Shareholders of such Series or Class if required by law. Unless otherwise required by law, each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. 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 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, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action to be taken by Shareholders which is required or permitted by law, this Declaration or any By-laws of Trust or the Bylaws to be taken by Shareholders as to such series or classTrust.

Voting 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 Bylaws, the The Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IV, Section 1, 2 of this Article; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 5(d); (iiic) with respect to any Manager investment advisory or management contract as provided in Article IVVIII, Section 6, 1; (ivd) with respect to any termination of this the Trust to the extent and as provided in Article IX, Section 4, ; (ve) with respect to any the amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, ; and (vif) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of TrustDeclaration, or the Bylaws By-laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or Class, except (a) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (b) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote thereon. As determined by the Trustees without the vote or consent of shareholders, 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. 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-laws. The By-laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to By-laws. Meetings of Shareholders shall be taken by Shareholders called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-laws.

Voting Powers. Subject to the voting powers provisions of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsArticle III, the Section 7(d), Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, and (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws By-Laws, the 1940 Act or any registration statement of the Trust filed with the Securities and Exchange Commission (or any successor 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 vote as to any matter submitted to a vote of Shareholders, all Shares of the Trust then on which it is 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonvote. There shall be no cumulative voting in the election of Trustees. 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 deemed to be amended, modified or interpreted in accordance therewith without further approval by the Trustees or the Shareholders. Shares may be voted in person or by proxyproxy or by any manner authorized by the Trustees. Unless the Trustees declare otherwise, proxies may be given by any electronic or telecommunications device, including telefax, telephone or through the Internet or any other means permissible under the Delaware Act, but if a proposal by anyone other than the officers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees, Shares may be voted only in person or by written proxy unless the Trustees specifically authorize other permissible methods of transmission. Until Shares of a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, or this Declaration of Trust or the By-Laws. 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 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. 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 Bylaws to be taken by Shareholders as to such series or class.

Voting 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 Bylaws, the The Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IVII, Section 1, 2; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 4(d); (iiic) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust investment advisory or management contract to the extent and as provided in Article IXVII, Section 4, 1; (vd) with respect to any the amendment of this Declaration of Trust to the extent and as provided in Article IXX, Section 8, ; and (vie) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of Trust, or the Bylaws By-laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary desirable. On any matter submitted to a vote of the Shareholders, all Shares of all Series or desirableClasses shall be voted together in the aggregate and not by individual Series or Classes, except (a) when required by the 1940 Act to be voted by individual Series or Classes, or (b) when the Trustees have determined that the matter affects only the interests of Shareholders of one or more Series or Classes, or as deemed appropriate in their discretion. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote vote, and each fractional Share 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-laws. The By-laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to be taken by Shareholders as to such series or classBy-laws.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 28 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 6Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 44(b) of the 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 or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4(b) of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article IX, Section 87 of the Declaration of Trust, (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 (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor 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, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. 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, shall be voted in the aggregate as a single class without regard to by individual series or classes of shares, except (1i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyAct, Shares shall be voted in the aggregate and not by individual series or class; and series, (2ii) when the Trustees have determined that the matter affects only the interests of one or more series or classesclasses of Shares, then only Shareholders of such series or classes of Shares shall be entitled to vote thereon, and (iii) as otherwise provided in the Declaration of Trust, provided in these Bylaws, or required by applicable law. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. 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 proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any a particular class or series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the these Bylaws to be taken by Shareholders as to such class or series. Nothing in these Bylaws or the Declaration of Trust shall restrict the power of the Trustees to terminate any series or class of Shares by written notice to the Shareholders of such series or class, whether or not such Shareholders have voted (or are proposed to vote) with respect to a merger, reorganization, sale of assets, or similar transaction involving such series or class of Shares.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IVSections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 25.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to termination or reorganization of the Trust or any termination of this Trust Series to the extent and as provided in Article IXSections 9.2, Section 49.3 and 9.4 hereof, (viv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IXSection 9.5 hereof, Section 8(v) to the same extent as the stockholders of a Delaware 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 any Series, or the Shareholders of any of them (provided, however, that a Shareholder of a particular Series shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each whole Share If and to the extent that the Trustees shall determine that such action is required by law or by this Declaration, they shall cause each matter required or permitted to be entitled voted upon at a meeting or by written consent of Shareholders to one be submitted to a separate vote as to any matter on which it is of the outstanding Shares of each Series entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholdersthereon; provided, 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 (1i) when expressly required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes by other law, actions of Shares materially differently, Shares Shareholders shall be voted taken by individual series or classSingle Class Voting of all outstanding Shares whose holders are entitled to vote thereon; and (2ii) when the Trustees have determined determine that the any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more series but not all Series or classesof one or more but not all Classes of a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class), then only the Shareholders of such series the Series or classes Classes so affected shall be entitled to vote thereon. There Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no cumulative voting in separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shares may Shareholders of a particular Series shall not be voted in person or by proxy. A proxy with respect entitled to Shares held in the name of two vote on any matter that affects only one 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, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challenger. 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 Bylaws to be taken by Shareholders as to such series or classSeries.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees with respect to any investment adviser as provided in Article IV, Section 27, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this the Trust or any series to the extent and as provided in Article IX, Section 4, (viv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 87, (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 (vi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the Bylaws By-Laws or by any registration of the Trust with the Securities and Exchange Commission (or any successor 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 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, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to by individual series or classes of sharesclass, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyAct, Shares shall be voted in the aggregate and not by individual series or class; , and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classesclass, then only Shareholders of such series 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. 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 the 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. 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 Bylaws By-Laws to be taken by Shareholders as to such series or classShareholders.

Voting Powers. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or rights established with respect to a particular Class in the BylawsBy-Laws or the resolutions establishing such Class, the Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IV, Section 1, 2 of this Article; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 5(a); (iiic) with respect any investment advisory or management contract to any Manager as provided in Article IV, Section 6, the extent required by the 1940 Act; (ivd) with respect to any termination the amendment of this Trust Declaration to the extent and as provided in Article IXX, Section 4, 10; (ve) with respect the conversion of the Trust to any amendment of this Declaration of Trust an open-end investment company to the extent and as provided in Article IX, Section 85; (f) the reorganization of the Trust to the extent provided in Article IX, Section 6; (g) to approve a transaction subject to Article IX, Section 7, and (vih) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws 1940 Act or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each In the event there are any Outstanding Shares of any Series or Classes, on any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or Class, except (a) as provided with respect to a particular Class in the By-Laws or the resolutions establishing such Class, (b) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (c) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote thereon. As determined by the Trustees without the vote or consent of Shareholders and except as provided with respect to a particular Class in the By-Laws or the resolutions establishing such Class, 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. On any matter submitted to a vote or (ii) each dollar 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 net asset value (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes number of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders owned times net asset value per Share of such series Series or classes Class, as applicable) shall be entitled to one vote thereonon 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. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-Laws. The By-Laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to By-Laws. Meetings of Shareholders shall be taken by Shareholders called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-Laws.

Voting Powers. Subject to the voting powers provisions of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsArticle III, the Section 7(d), Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, and (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws By-Laws, the 1940 Act or any registration statement of the Trust filed with the Securities and Exchange Commission (or any successor 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 as to any matter on which it is entitled to vote. On any matter submitted to a vote of Shareholders, all Shares of To 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 (1) when required by extent that the 1940 Act or when 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 deemed to be amended, modified or interpreted in accordance therewith without further approval by the Trustees shall have determined that or the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of TrusteesShareholders. Shares may be voted in person or by proxyproxy or by any manner authorized by the Trustees. Unless the Trustees declare otherwise, proxies may be given by any electronic or telecommunications device, including telefax, telephone or through the Internet or any other means permissible under the Delaware Act, but if a proposal by anyone other than the officers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees, Shares may be voted only in person or by written proxy unless 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 of such Series with respect to the Trust or such particular Series required or permitted by law or this Declaration of Trust and the By-Laws to be taken by Shareholders. 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 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. 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 Bylaws to be taken by Shareholders as to such series or class.

Voting Powers. Subject to the voting powers Notwithstanding any other provision of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsBy-laws, the Shareholders shall have power to vote only only: (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws or any registration applicable provisions of the Trust with the Securities 1940 Act or other applicable law; and Exchange Commission (or any successor agencyii) or any state, or as the Trustees may otherwise consider necessary or desirabledesirable in their sole discretion. 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 Notwithstanding any matter other provision of the Declaration of Trust, on any matters submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to series or classes of sharesaggregate, except except: (1i) when required by applicable provisions of the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyAct, Shares shall be voted by individual series or classClass; and (2ii) when the matter involves any action that the Trustees have determined will affect only the interests of one Class, then only the Shareholders of such Class shall be entitled to vote thereon; and (iii) when the matter involves any action that the matter affects Trustees have determined will affect only the interests of one or more series or classesClasses, then only the Shareholders of such series 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. A proxy with respect to Shares held or in any manner provided for in the name of two By-laws, which may provide that a proxy may be given in writing or more persons shall be valid if executed by electronic, telephonic or other alternative means, or in any one of them unless at or prior to exercise of other manner deemed acceptable by 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, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challengerTrustees. 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 Bylaws By-laws to be taken by Shareholders as to such series or classShareholders.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Section 21 of this Declaration of Trust, provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 of this Declaration of Trust, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 66 of this Declaration of Trust, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment 4 of this Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the extent and as provided in termination of the Trust if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust pursuant to Article IX, Section 84 of this Declaration of Trust, and Shareholders shall have no right to vote with respect to the termination of a Series or Class of Shares), and (viv) with respect to such additional matters relating to the Trust as may be required by law, this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor 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 BylawsBy-Laws, be voted in the aggregate as a single class without regard to series Series or classes Classes of sharesShares, except that (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series Series or classes Classes of Shares materially differently, Shares shall be voted by individual series Series or class; Class and (2) when the Trustees have determined that the matter affects only the interests of one or more series Series or classesClasses, only Shareholders of such series Series 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. 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 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class 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 or the Bylaws to be taken by Shareholders as to such series or classBy-Laws.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IVIII, Section 13.01 and 3.02 hereof, (ii) for the removal of Trustees as provided in Article IVIII, Section 23.03(d) hereof, (iii) with respect to any Manager investment advisory or management contract as provided in Article IVVI, Section 6, (iv) with respect to any termination of this Trust to the extent Sections 6.01 and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 86.07 hereof, and (viiv) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of TrustTrust Instrument, or the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. On any matter submitted to a vote of the Shareholders, all Shares shall be voted separately by individual Series, except: (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; and (ii) when the Trustees have determined that the matter affects the interests of more than one Series, then the Shareholders of all such affected Series shall be entitled to vote thereon. The Trustees also may determine that a matter affects only the interests of one (1) or more classes of a Series, in which case any such matter shall be voted on by such class or classes. Each whole Share share shall be entitled to one (1) vote as to any matter on which it is entitled to vote 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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 proxyproxy or in any manner provided for in the By-Laws. A proxy with respect to Shares held may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by any electronic or telecommunications device or in any other manner. Notwithstanding anything else herein or 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 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 andBy-Laws, in the case of event a challenge proposal by any person anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or of the Trust, or in the burden event of proving invalidity shall rest on any proxy contest or proxy solicitation or proposal in opposition to any proposal by the challengerofficers or Trustees of the Trust, Shares may be voted only in person or by written proxy. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Declaration Trust Instrument or any of the By-Laws of the Trust or the Bylaws to be taken by Shareholders Shareholders. Meetings of shareholders shall be called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-Laws.

Voting Powers. Subject to the voting powers provisions of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsShares, the Shareholders shall have power to vote only only: (ia) for the election or removal of Trustees as provided in Article IV, Section 1, ; (ii) for the removal of Trustees as provided in Article IV, Section 2, (iiib) with respect to any Manager investment advisor or manager as provided in Article IV, Section 6, ; (ivc) with respect to any termination or reorganization of this the Trust or any series or class thereof to the extent and as provided in Article IX, Section 4, 1; (vd) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, 4; and (vie) with respect to such additional matters relating to the Trust as may be required by law, the 1940 Act, this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor 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 Notwithstanding any other provision of the Declaration of Trust, on any matter submitted to a vote of Shareholders, Shareholders all Shares of the Trust then entitled to vote shall, except as to the extent otherwise provided in required or permitted by the Bylawspreferences and special or relative rights or privileges of any class of Shares, be voted by individual series and not in the aggregate as a single class without regard to series or classes of sharesby class, except (1a) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyAct, Shares shall be voted in the aggregate and not by individual series or classseries; and (2b) when the Trustees have determined that the matter affects only the interests of one or more series or classes, then only Shareholders of such series 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. 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 the 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. 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 Bylaws By-Laws to be taken by Shareholders as to of such series or class.. Shareholder Meetings

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 13.1 hereof, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii3.3(d) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8hereof, and (viiii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of TrustTrust Instrument, the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, By-laws or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to Notwithstanding any matter other provision of this declaration, 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, unless the Trustees determine otherwise, all Shares of the Trust all Classes then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate aggregate, provided, however, that: (i) as to any matter with respect to which a single class without regard to series or classes separate vote of shares, except (1) when any Class is required by the 1940 Act or when other applicable law or is required by attributes applicable to any Class, such requirements as to a separate vote by that Class shall apply; (ii) unless the Trustees determine that this clause (ii) shall have determined not apply in a particular case, to the extent that a matter referred to in clause (i) above affects more than one Class and the interests of each such Class in the matter affects one or more series or classes are identical, then the Shares of Shares materially differently, Shares all such affected Classes shall be voted by individual series or vote as a single class; and (2iii) when the Trustees have determined that the as to any matter affects only which does not affect the interests of a particular Class, only the holders of Shares of the one or more series or classes, only Shareholders of such series or classes affected Classes shall be entitled to vote. A Shareholder of each Class. shall be entitled to one vote thereonfor each Share of such Class on any matter on which such Shareholder is entitled to vote. A Shareholder of each Class shall be entitled to a proportionate fractional vote for each fractional Share of such Class on any matter on which such Shareholder is entitled to vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxyproxy or in any manner provided for in the By-laws. A proxy with respect to Shares held may be given in writing, by telefax, other electronic means or in any other manner provided for 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 proxy the By-laws. Anything in this Trust receives a specific written notice Instrument 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 andnotwithstanding, in the case of event a challenge proposal by any person anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of the Trust or one or more Classes thereof, 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, the burden of proving invalidity shall rest on the challengerShares may be voted only in person or by written proxy. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Declaration Trust Instrument or any of the By-laws of the Trust or the Bylaws to be taken by Shareholders as to such series or classShareholders.

Voting 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 Bylaws, the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 21, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 87, (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 (vivii) with respect to such additional matters relating to the Trust as may be required by 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, 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 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, then only Shareholders of such series 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. 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 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. 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 Bylaws to be taken by Shareholders as to such series or class.

Voting Powers. Subject to the voting powers provisions of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsArticle III, the Section 7(d), Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, and (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws By-Laws or any registration statement of the Trust filed with the Securities and Exchange Commission (or any successor 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 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. 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 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. The By-Laws may provide that proxies may also, or may instead, be given by 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 at a meeting. 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 Bylaws By-Laws to be taken by Shareholders as to such series or classthe Shareholders.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 28 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 6Sections 2 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 44 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article IX, Section 87 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (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 (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor 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, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. On any matter submitted to Except as otherwise provided in the Declaration of Trust or in respect of the terms of a vote class of Shareholderspreferred shares of beneficial interest of the Trust as reflected in these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to classes or series or classes of shares, except (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonShares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. 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 proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any a particular class or series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the these Bylaws to be taken by Shareholders as to such series class or series. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued and outstanding, including, without limitation, the APS and the RVMTP Shares, shall be treated as a single class.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IVSections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 25.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to termination or reorganization of the Trust or any termination of this Trust Series to the extent and as provided in Article IXSections 9.2, Section 49.3 and 9.4 hereof, (viv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IXSection 9.5 hereof, Section 8(v) to the same extent as the stockholders of a Delaware 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 any Series, or the Shareholders of any of them (provided, however, that a Shareholder of a particular Series shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each whole Share If and to the extent that the Trustees shall determine that such action is required by law or by this Declaration, they shall cause each matter required or permitted to be entitled voted upon at a meeting or by written consent of Shareholders to one be submitted to a separate vote as to any matter on which it is of the outstanding Shares of each Series entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholdersthereon; provided, 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 (1i) when expressly required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes by other law, actions of Shares materially differently, Shares Shareholders shall be voted taken by individual series or classSingle Class Voting of all outstanding Shares whose holders are entitled to vote thereon; and (2ii) when the Trustees have determined determine that the any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more series but not all Series or classesof one or more but not all Classes of a single Series, then only the Shareholders of such series the Series or classes Classes so affected shall be entitled to vote thereon. There Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no cumulative voting in separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shares may Shareholders of a particular Series shall not be voted in person or by proxy. A proxy with respect entitled to Shares held in the name of two vote on any matter that affects only one 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, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challenger. 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 Bylaws to be taken by Shareholders as to such series or classSeries.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager Adviser as provided in Article IV, Section 6, (iviii) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (viv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 87, and (viv) with respect to such additional matters relating to the Trust as may be required by law, this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or 10 any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share (or fractional share) outstanding on the record date established in accordance with the By-Laws shall be entitled to one vote as to a number of votes on any matter on which it is entitled to vote and each equal to the net asset value of the share (or fractional Share shall share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would be entitled to a proportionate fractional vote10.5 votes). On 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, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to series or classes of shares, except class except: (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, then only Shareholders of such series 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. 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 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. The placing of a shareholder's name on a proxy pursuant to telephone or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such shareholder shall constitute execution of such proxy by or on behalf of such shareholder in writing. 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 proxy, the proxy shall apply to all Shares of each series of the Trust owned by the Shareholder. 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 Bylaws By-Laws to be taken by Shareholders as to such series or classShareholders.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (ia) for the election of Trustees as provided in Article IV, Section 1Sections 4.1 and 4.2 hereof, (iib) for the removal of Trustees as provided in Article IV, Section 24.4(d) hereof, (iiic) with respect to any Manager investment advisory or management contract as provided in Article IVVI, Section 6, (iv) with respect to any termination of this Trust to the extent Sections 6.1 and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 86.5 hereof, and (vid) with respect to such additional matters relating to the Trust as may be required by law, this Declaration of TrustAgreement, or the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateBylaws, 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 the Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to series or classes of sharesseparately by individual Series, except (1a) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyAct, Shares shall be voted in the aggregate and not by individual series or classSeries; and (2b) when the Trustees have determined that the matter affects the interests of more than one Series, then the Shareholders of all such Series shall be entitled to vote thereon. The Trustees may also determine that a matter affects only the interests of one or more series Classes of a Series, in which case any such matter shall be voted on by such Class or classes, only Shareholders Classes. A Shareholder of such series or classes each Series shall be entitled to one vote thereonfor each dollar of Net Asset Value (number of Shares owned times Net Asset Value per share) of such Series on any matter on which such Shareholder is entitled to vote and each fractional dollar amount 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 proxyproxy or in any manner provided for in the Bylaws. A proxy with respect to Shares held may be given in writing. The Bylaws may provide that proxies may also, or may instead, be given by any electronic or telecommunications device or in any other manner. Notwithstanding anything else herein or 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 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 andBylaws, in the case of event a challenge proposal by any person 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 or of the Trust, or in the burden event of proving invalidity shall rest on any proxy contest or proxy solicitation or proposal in opposition to any proposal by the challengerofficers or Trustees of the Trust, Shares may be voted only in person or by written proxy. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Declaration Agreement or any of Trust or the Bylaws of the Trust to be taken by Shareholders as to such series or classShareholders.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 28 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 6Sections 2 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 44 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) and (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article IX, Section 87 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (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 (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor 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, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. On any matter submitted to a vote Except as otherwise provided in the Declaration of ShareholdersTrust or these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to classes or series or classes of shares, except (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonShares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. 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 proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any a particular class or series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the these Bylaws to be taken by Shareholders as to such series class or series. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued and outstanding, including, without limitation, the APS and the VMTP Shares, shall be treated as a single class.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IVSections 4.1(c), (e) and (f) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 25.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to reorganization of the Trust or any termination of this Trust Series to the extent and as provided in Article IX, Section 4Sections 9.3 and 9.4 hereof, (viv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IXSection 9.5 hereof, (v) 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 any Series, or the Shareholders of any of them to the extent such Shareholders have acted in accordance with Section 83816 of the Delaware Statutory Trust Act and the second paragraph of this Subsection 7.1 (provided, however, that a Shareholder of a particular Series shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each whole Share If and to the extent that the Trustees shall determine that such action is required by law or by this Declaration, they shall cause each matter required or permitted to be entitled voted upon at a meeting or by written consent of Shareholders to one be submitted to a separate vote as to any matter on which it is of the outstanding Shares of each Series entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholdersthereon; provided, 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 (1i) when expressly required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes by other law, actions of Shares materially differently, Shares Shareholders shall be voted taken by individual series or classSingle Class Voting of all outstanding Shares whose holders are entitled to vote thereon; and (2ii) when the Trustees have determined determine that the any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more series but not all Series or classesof one or more but not all Classes of a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class), then only the Shareholders of such series the Series or classes Classes so affected shall be entitled to vote thereon. There Any matter required to be submitted to Shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of each affected Series; provided, however, that except as required by the 1940 Act, there shall be no cumulative voting in separate Series votes on the election or removal of Trustees, the selection of the independent registered public accounting firm of the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shares Shareholders of a particular Class or Series shall not be entitled to vote on any matter that affects only one or more other Classes or Series. In addition to the requirements set forth in Section 3816 of the Delaware Statutory Trust Act, a Shareholder may be voted in person or by proxy. A proxy bring a derivative action on behalf of the Trust with respect to Shares held a Series or Class only if the following conditions are met: (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed; and a demand on the Trustees shall only be deemed not likely to succeed and therefore excused if a majority of the Trustees, or a majority of any Committee established to consider the merits of such action, has a personal financial interest in the name of two transaction at issue, and a Trustee shall not be deemed interested in a transaction or more persons shall be valid if executed by any one of them unless at or prior to exercise of otherwise disqualified from ruling on 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 merits of a Shareholder demand by virtue of the fact that (a) such Trustee receives remuneration for his service as a Trustee of the Trust or as a trustee or director of one or more investment companies that are under common management with or otherwise affiliated with the Trust (b) such Trustee was identified as a potential defendant or witness, (c) the Trustee approved the act being challenged (if the act did not result in any material personal benefit to the Trustee, or if the Trustee is also a Shareholder the act did not result in any material benefit that is not shared pro rata with other Shareholders) or (d) the Trustee is a Shareholder);; and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time (in any case, not less than 90 days) to consider such shareholder request and to investigate the basis of such claim; and the Trustees shall be deemed valid unless challenged at entitled to retain counsel or prior other advisers in considering the merits of the request and shall require an undertaking by the Shareholders making such request to its exercise and, reimburse the Trust for the expense of any such advisers in the case event that the Trustees determine not to bring such action. For purposes of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issuedthis Section 7.1, the Trustees may exercise all rights designate a Committee of Shareholders and may take any action required by law, this Declaration one Trustee to consider a Shareholder demand if necessary to create a Committee with a majority of Trust or Trustees who do not have a personal financial interest in the Bylaws to be taken by Shareholders as to such series or classtransaction at issue.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 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 to the extent and as provided in Article IX, Section 4, and (viv) with respect to such additional matters relating to the Trust as may be required by 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, 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. 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 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until At any time when no Shares of any series a Series or class 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 Bylaws to be taken by Shareholders as to such series or classthe Shareholders.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IVIII, Section 13.1 hereof, (ii) for the removal of Trustees as provided in Article IVIII, Section 23.2(d) hereof, (iii) with respect to any Manager investment advisory or management contract as provided in Article IVVI, Section 6, (iv) with respect to any termination of this Trust to the extent Sections 6.1 and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 86.7 hereof, and (viiv) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws law or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. On any matter submitted to a vote of the Shareholders, all Shares shall be voted separately by individual Series, except: (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; and (ii) when the Trustees have determined that the matter affects the interests of more than one Series, then the Shareholders of all such affected Series shall be entitled to vote thereon. The Trustees also may determine that a matter affects only the interests of one (1) or more Classes of a Series, in which case any such matter shall be voted on by such Class or Classes. Each whole Share share shall be entitled to one (1) vote as to any matter on which it is entitled to vote 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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 proxyproxy or in any manner provided for in the By-Laws. A proxy with respect to Shares held may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by any electronic or telecommunications device or in any other manner. Notwithstanding anything else herein or 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 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 andBy-Laws, in the case of event a challenge proposal by any person anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or of the Trust, or in the burden event of proving invalidity shall rest on any proxy contest or proxy solicitation or proposal in opposition to any proposal by the challengerofficers or Trustees of the Trust, Shares may be voted only in person or by written proxy. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Declaration Trust Instrument or any of the By-Laws of the Trust or the Bylaws to be taken by Shareholders Shareholders. Meetings of shareholders shall be called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-Laws.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 28 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 6Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 44(b) of the 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 or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4(b) of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article IX, Section 87 of the Declaration of Trust, (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 (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor 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 , except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law (including any matter submitted voting, Share ownership or similar limitations or requirements that may apply to a vote of Shareholders, all Shareholder). Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to by individual series or classes of shares, except (1i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyAct, Shares shall be voted in the aggregate and not by individual series or class; and series, (2ii) when the Trustees have determined that the matter affects only the interests of one or more series or classesclasses of Shares, then only Shareholders of such series or classes of Shares shall be entitled to vote thereon, and (iii) as otherwise provided in the Declaration of Trust, provided in these Bylaws, or required by applicable law. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. 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 proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any a particular class or series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the these Bylaws to be taken by Shareholders as to such class or series. For the avoidance of doubt, the foregoing shall not prevent or limit the application to any Shareholder of any voting, share ownership or similar limitations or requirements set forth in these Bylaws or the Declaration of Trust. Nothing in these Bylaws or the Declaration of Trust shall restrict the power of the Trustees to terminate any series or class of Shares by written notice to the Shareholders of such series or class, whether or not such Shareholders have voted (or are proposed to vote) with respect to a merger, reorganization, sale of assets, or similar transaction involving such series or class of Shares.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust and Exhibit 1 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 28 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 6Sections 2 and 3 of the Declaration of Trust and Exhibit 1 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 44 of the 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 or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article IX, Section 87 of the Declaration of Trust and Exhibit 1 hereto, (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 (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor 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, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. 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, shall be voted in the aggregate as a single class without regard to by individual series or classes of shares, except (1i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyAct, Shares shall be voted in the aggregate and not by individual series or class; and series, (2ii) when the Trustees have determined that the matter affects only the interests of one or more series or classesclasses of Shares, then only Shareholders of such series or classes of Shares shall be entitled to vote thereon, and (iii) as otherwise provided in the Declaration of Trust, provided in these Bylaws, or required by applicable law. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. 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 proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any a particular class or series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the these Bylaws to be taken by Shareholders as to such class or series. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued and outstanding, including, without limitation, the VMTP Shares, shall be treated as a single class. Nothing in these Bylaws or the Declaration of Trust shall restrict the power of the Trustees to terminate any series or class of Shares by written notice to the Shareholders of such series or class, whether or not such Shareholders have voted (or are proposed to vote) with respect to a merger, reorganization, sale of assets, or similar transaction involving such series or class of Shares.

Voting 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 Bylaws, the The Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IV, Section 12 of this Article, (iib) for the removal of Trustees as provided in Article IVII, Section 23(d), (iiic) with respect to any Manager investment advisory contract as provided in Article IVVII, Section 61, (ivd) with respect to any termination of this the Trust to the extent and as provided in Article IXX, Section 44(a), (ve) with respect to any the amendment of this Declaration of Trust Instrument to the extent and as provided in Article IXX, Section 8, and (vif) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of TrustTrust Instrument or the By-laws, the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary desirable. On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or desirableClass, except (a) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (b) when the Trustees determine that the matter affects the interests of more than one Series or Class, the Shareholders of all such Series or Classes shall be entitled to vote thereon. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-laws, which may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise telecommunications device or in any other manner, either in all cases or in certain cases described in the Bylaws or in a resolution 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, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challengerTrustees. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws permitted to be taken by Shareholders as to such series by law, this Trust Instrument, or classthe By-laws.

Voting 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 Bylaws, the The Shareholders shall have power to vote only ------------- (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 28 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 6Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 44 of the 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 or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article IX, Section 87 of the Declaration of Trust, (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 (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor 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, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. On any matter submitted to Except as otherwise provided in the Declaration of Trust or in respect of the terms of a vote class of Shareholderspreferred shares of beneficial interest of the Trust as reflected in these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to classes or series or classes of shares, except (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonShares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. 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 proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder's name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any a particular class or series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the these Bylaws to be taken by Shareholders as to such series class or classseries.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 28 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 6Sections 2 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 44 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article IX, Section 87 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (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 (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor 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, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. On any matter submitted to Except as otherwise provided in the Declaration of Trust or in respect of the terms of a vote class of Shareholderspreferred shares of beneficial interest of the Trust as reflected in these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to classes or series or classes of shares, except (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonShares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares S▇▇▇▇▇ 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 proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any a particular class or series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the these Bylaws to be taken by Shareholders as to such series class or series. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued and outstanding, including, without limitation, the APS and the RVMTP Shares, shall be treated as a single class.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust and Exhibits 1, 2 and 3 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 28 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 6Sections 2 and 3 of the Declaration of Trust and Exhibits 1, 2 and 3 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 44 of the Declaration of Trust and Exhibits 1, 2 and 3 hereto (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article IX, Section 87 of the Declaration of Trust and Exhibits 1, 2 and 3 hereto, (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 (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor 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, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. On any matter submitted to Except as otherwise provided in the Declaration of Trust or in respect of the terms of a vote class of Shareholderspreferred shares of beneficial interest of the Trust as reflected in these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to classes or series or classes of shares, except (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonShares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares S▇▇▇▇▇ 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 proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any a particular class or series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the these Bylaws to be taken by Shareholders as to such series class or series. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued and outstanding, including, without limitation, the RVMTP Shares, shall be treated as a single class.

Voting Powers. Subject to the voting powers provisions of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsArticle III, the Section 7(d), Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, and (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws By-Laws, the 1940 Act or any registration statement of the Trust filed with the Securities and Exchange Commission (or any successor 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 vote as to any matter submitted to a vote of Shareholders, all Shares of the Trust then on which it is 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonvote. There shall be no cumulative voting in the election of Trustees. 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 deemed to be amended, modified or interpreted in accordance therewith without further approval by the Trustees or the Shareholders. Shares may be voted in person or by proxyproxy or by any manner authorized by the Trustees. Unless the Trustees declare otherwise, proxies may be given by any electronic or telecommunications device, including telefax, telephone or through the Internet or any other means permissible under the Delaware Act, but if a proposal by anyone other than the officers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees, Shares may be voted only in person or by written proxy unless the Trustees specifically authorize other permissible methods of transmission. Until Shares of a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, or this Declaration of Trust or the By-Laws. A proxy with respect to Shares held in the name of two or more persons 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. 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 Bylaws to be taken by Shareholders as to such series or class.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iviii) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (iv) with respect to any 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 IX, Section 6, (vi) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 89, (vii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not 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 (viviii) with respect to such additional matters relating to the Trust as may be required by 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, 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. 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 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. 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 Bylaws to be taken by Shareholders as to such series or classShareholders.

Voting Powers. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or rights established with respect to a particular Class in the BylawsBy-Laws or the resolutions establishing such Class, the Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IV, Section 1, 2 of this Article; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 5(a); (iiic) with respect any investment advisory or management contract to any Manager as provided in Article IV, Section 6, the extent required by the 1940 Act; (ivd) with respect to any termination the amendment of this Trust Declaration to the extent and as provided in Article IXX, Section 4, 10; (ve) with respect the conversion of the Trust to any amendment of this Declaration of Trust an open-end investment company to the extent and as provided in Article IX, Section 85; (f) the reorganization of the Trust to the extent provided in Article IX, Section 6; (g) to approve a transaction subject to Article IX, Section 7, and (vih) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws 1940 Act or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or Class, except (a) as provided with respect to a particular Class in the By- Laws or the resolutions establishing such Class, (b) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (c) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote thereon. As determined by the Trustees without the vote or consent of shareholders and except as provided with respect to a particular Class in the By-Laws or the resolutions establishing such Class, 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. 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-Laws. The By-Laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to By-Laws. Meetings of Shareholders shall be taken by Shareholders called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-Laws.

Voting 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 Bylaws, the The Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IV, Section 1, 2 of this Article; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 4(d); (iiic) with respect to any Manager investment advisory or management contract as provided in Article IVVII, Section 6, 1; (ivd) with respect to any termination of this the Trust to the extent and as provided in Article IXX, Section 4, ; (ve) with respect to any the amendment of this Declaration of Trust to the extent and as provided in Article IXX, Section 8, ; and (vif) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of Trust, or the Bylaws By-laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary desirable. On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or desirableClass, except (a) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (b) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote thereon. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote vote, and each fractional Share 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-laws. The By-laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to be taken by Shareholders as to such series or classBy-laws.

Voting 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 Bylaws, the The Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IVII, Section 1, 4; (iib) for the removal of Trustees as provided in Article IVII, Section 5(d); (c) any investment advisory or management contract entered into pursuant to Article III, Section 2, unless a shareholder vote is not required pursuant to the provisions of the 1940 Act or any rule, regulation or order of the Commission thereunder; (iiid) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this the Trust to the extent and as provided in Article IX, Section 4, 3; (ve) with respect to any the amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, 7; and (vif) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of TrustDeclaration, or the Bylaws By-laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or Class, except (a) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (b) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote together thereon. As determined by the Trustees without the vote or consent of Shareholders, 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. On any matter submitted to a vote or (ii) each dollar 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 net asset value (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes number of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders owned times net asset value per Share of such series Series or classes Class, as applicable) shall be entitled to one vote thereonon any matter on which such Shares are entitled to vote and each fractional dollar amount 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. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-laws. The By-laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to By-laws. Meetings of Shareholders shall be taken by Shareholders called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-laws.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust and Article 11 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 28 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 6Sections 2 and 3 of the Declaration of Trust and Article 11 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 44 of the 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 or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article IX, Section 87 of the Declaration of Trust and Articles 11 and 12 hereto, (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 (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor 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, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. On any matter submitted to Except as otherwise provided in the Declaration of Trust or in respect of the terms of a vote class of Shareholderspreferred shares of beneficial interest of the Trust as reflected in these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to classes or series or classes of shares, except (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonShares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. 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 proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder's name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any a particular class or series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the these Bylaws to be taken by Shareholders as to such series class or classseries.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IVwhen that issue is submitted to Shareholders, Section 1, (ii) and for the removal of Trustees as provided in Article IVSection 2.2 hereof, Section 2(ii) with respect to any action on a contract as to which shareholder approval is required by the 1940 Act, (iii) with respect to termination of the Trust or any Manager series or class to the extent and as provided in Article IV, Section 68.2 hereof, (iv) with respect to any termination amendment of this Trust the Declaration to the extent and as provided in Article IX, Section 48.3 hereof, (v) with respect to any amendment merger, reorganization, consolidation or sale of this Declaration of Trust assets to the extent and as provided in Article IXSection 8.4 hereof, Section 8(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 (vivii) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trustthe Declaration, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateother regulator having jurisdiction over the Trust, or as the Trustees may consider necessary or desirable. Each whole Share A Shareholder of each series or class shall be entitled to one vote as to any for each dollar of net asset value (number of Shares owned times net asset value per Share) of such series or class owned by such Shareholder, on each matter on which it such Shareholder is entitled to vote and each fractional Share dollar amount shall be entitled to a proportionate fractional vote, except that the Trustees may, in conjunction with the establishment of any series or class of Shares (but subject to applicable law), establish conditions under which the several series or classes shall have separate or no voting rights. On Shares held in the treasury of the Trust shall not be voted. Except when a larger vote is required by applicable law or by any provision of the Declaration or the By-Laws, if any, Shares entitled to vote and representing a majority of the voting power of the Shares voted on the matter in person or by proxy shall decide any matter and a plurality shall elect a Trustee, provided that where any provision of law or of the Declaration requires that the holders of any series or class shall vote as a series or class, then Shares representing a majority of the voting power of the Shares of that series or class entitled to vote and voted on the matter shall decide that matter insofar as that series or class is concerned. Shares of all series shall be voted in the aggregate on any matter submitted to a vote of Shareholders, all Shares the Shareholders 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 this Declaration or classes of shares, except (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonapplicable law. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. 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 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, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challenger. Until Shares of are issued and during any series or class period when no Shares are issuedoutstanding, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the Bylaws By-Laws to be taken by Shareholders. At any meeting of Shareholders of the Trust or any series or class of the Trust, a shareholder servicing agent may vote any shares as to which such series shareholder servicing agent is the agent of record and which are not otherwise represented in person or classby proxy at the meeting, proportionately in accordance with the votes cast by holders of all shares otherwise represented at the meeting in person or by proxy as to which such shareholder servicing agent is the agent of record. Any shares so voted by a shareholder servicing agent will be deemed represented at the meeting for quorum purposes. The By-Laws may include further provisions for Shareholder votes and meetings and related matters.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IXVIII, Section 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 to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. 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 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until At any time when no Shares of any series or class a Series are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series with respect to matters affecting that Series and may with respect to that Series take any action required by law, this Declaration of Trust or the Bylaws By-Laws to be taken by Shareholders as to such series or classthe Shareholders.

Voting Powers. Subject to the voting powers Notwithstanding any other provision of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsBy-laws, the Shareholders shall have power to vote only only: (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (vi) with respect to such additional matters relating to the Trust Fund as may be required by this Declaration of Trust, the Bylaws or any registration applicable provisions of the Trust with the Securities 1940 Act or other applicable law; and Exchange Commission (or any successor agencyii) or any state, or as the Trustees may otherwise consider necessary or desirabledesirable in their sole discretion. 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 Notwithstanding any matter other provision of the Declaration of Trust, on any matters submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to series or classes of sharesaggregate, except except: (1i) when required by applicable provisions of the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyAct, Shares shall be voted by individual series or classClass; and (2ii) when the matter involves any action that the Trustees have determined will affect only the interests of one Class, then only the Shareholders of such Class shall be entitled to vote thereon; and (iii) when the matter involves any action that the matter affects Trustees have determined will affect only the interests of one or more series or classesClasses, then only the Shareholders of such series 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. A proxy with respect to Shares held or in any manner provided for in the name of two By-laws, which may provide that a proxy may be given in writing or more persons shall be valid if executed by electronic, telephonic or other alternative means, or in any one of them unless at or prior to exercise of other manner deemed acceptable by 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, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challengerTrustees. 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 Bylaws By-laws to be taken by Shareholders as to such series or classShareholders.

Voting 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 Bylaws, the The Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IV, Section 1, 2 of this Article; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 3(d); (iiic) with respect to any Manager investment advisory or management contract as provided in Article IVVII, Section 6, 1; (ivd) with respect to any termination the amendment of this Trust Instrument to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IXX, Section 8, ; and (vie) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of TrustTrust Instrument, or the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) 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. On any matter submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to series by individual Series or classes of sharesClass, except (1a) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyAct, Shares shall be voted in the aggregate and not by individual series Series or class; Class, and (2b) when the Trustees have determined that the matter affects only the interests of more than one Series or more series or classesClass, only then the Shareholders of all such series affected Series or classes Classes shall be entitled to vote thereon. Each holder of Shares of each Series or Class, as applicable, shall be entitled to one vote for each Shares standing in such Shareholder's name on the books of the Trust on the record date for such vote (with references in this Declaration of Trust to "Shares voted" or Shares "entitled to vote" interpreted as "votes cast" or "votes entitled to be cast"). There shall be no cumulative voting in the election of TrusteesTrustees or on any other matter. Shares may be voted in person or by proxy. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall Bylaws. The Bylaws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws permitted to be taken by Shareholders as to such series by law, this Trust Instrument or classthe Bylaws.

Voting Powers. Subject to the voting powers of one or more classes or series of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 21, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any merger, consolidation or sale of assets of the Trust to the extent and as provided in Article IX, Section 5, (vi) with respect to any conversion of the Trust to the extent and as provided in Article IX, Section 6, (vii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 89, (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 (viix) with respect to such additional matters relating to the Trust as may be required by 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, 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 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, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to classes or series or classes of shares, except (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonShares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. 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 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any class or 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 Bylaws to be taken by Shareholders as to such series class or classseries.

Voting Powers. Subject to the voting powers provisions of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsShares, the Shareholders shall have power to vote only only: (ia) for the election or removal of Trustees as provided in Article IV, Section 1, ; (ii) for the removal of Trustees as provided in Article IV, Section 2, (iiib) with respect to any Manager investment adviser or manager as provided in Article IV, Section 6, ; (ivc) with respect to any termination or reorganization of this the Trust or any series or class thereof to the extent and as provided in Article IX, Section 4, 1; (vd) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, 4; and (vie) with respect to such additional matters relating to the Trust as may be required by law, the 1940 Act, this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor 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 Notwithstanding any other provision of the Declaration of Trust, on any matter submitted to a vote of Shareholders, Shareholders all Shares of the Trust then entitled to vote shall, except as to the extent otherwise provided in required or permitted by the Bylawspreferences and special or relative rights or privileges of any classes of Shares, be voted by individual series and not in the aggregate as a single class without regard to series or classes of sharesby class, except (1a) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyAct, Shares shall be voted in the aggregate and not by individual series or classseries; and (2b) when the Trustees have determined that the matter affects only the interests of one or more series or classes, then only Shareholders of such series 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. 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 the 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. 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 Bylaws By-Laws to be taken by Shareholders as to of such series or class.. Shareholder Meetings

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IVSections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 25.2 hereof as to which Shareholder approval is as required by the 1940 Act, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to termination or reorganization of the Trust or any termination of this Trust Portfolio to the extent and as provided in Article IX, Section 4Sections 9.1 and 9.2 hereof, (viv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IXSection 9.3 hereof, Section 8(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 any Portfolio, or the Shareholders of any of them (PROVIDED, HOWEVER, that a Shareholder of a particular Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Portfolio or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each whole Share If and to the extent that the Trustees shall determine that such action is required by law, they shall cause each matter required or permitted to be entitled voted upon at a meeting or by written consent of Shareholders to one be submitted to a separate vote as to any matter on which it is of the outstanding Shares of each Portfolio entitled to vote and each fractional Share thereon; PROVIDED, that (i) when expressly required by this Declaration or by the 1940 Act, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares of each Series whose holders are entitled to a proportionate fractional vote. On vote thereon; and (ii) when the Trustees determine that any matter to be 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter Shareholders affects only the rights or interests of Shareholders of one or more series or classesbut not all Portfolios, then only the Shareholders of such series or classes the Portfolios so affected 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. 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 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, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challenger. 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 Bylaws to be taken by Shareholders as to such series or class.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IVSections 4.1(c), (e) and (f) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 25.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to reorganization of the Trust or any termination of this Trust Series to the extent and as provided in Article IX, Section 4Sections 9.3 and 9.4 hereof, (viv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IXSection 9.5 hereof, (v) 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 any Series, or the Shareholders of any of them to the extent such Shareholders have acted in accordance with Section 83816 of the Delaware Statutory Trust Act and the second paragraph of this Subsection 7.1 (provided, however, that a Shareholder of a particular Series shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series or the Shareholders thereof), (vi) with respect to the conversion of the Trust from a “closed-end company” to an “open-end company” to the extent and as provided in Section 9.4 hereof; and (vivii) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each whole Share If and to the extent that the Trustees shall determine that such action is required by law or by this Declaration, they shall cause each matter required or permitted to be entitled voted upon at a meeting or by written consent of Shareholders to one be submitted to a separate vote as to any matter on which it is of the outstanding Shares of each Series entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholdersthereon; provided, 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 (1i) when expressly required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes by other law, actions of Shares materially differently, Shares Shareholders shall be voted taken by individual series or classSingle Class Voting of all outstanding Shares whose holders are entitled to vote thereon; and (2ii) when the Trustees have determined determine that the any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more series but not all Series or classesof one or more but not all Classes of a single Series, then only the Shareholders of such series the Series or classes Classes so affected shall be entitled to vote thereon. There Any matter required to be submitted to Shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of each affected Series; provided, however, that except as required by the 1940 Act, there shall be no cumulative voting in separate Series votes on the election or removal of Trustees, the selection of the independent registered public accounting firm of the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shares Shareholders of a particular Class or Series shall not be entitled to vote on any matter that affects only one or more other Classes or Series. In addition to the requirements set forth in Section 3816 of the Delaware Statutory Trust Act, a Shareholder may be voted in person or by proxy. A proxy bring a derivative action on behalf of the Trust with respect to Shares held a Series or Class only if the following conditions are met: (i) the Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed; and a demand on the Trustees shall only be deemed not likely to succeed and therefore excused if a majority of the Trustees, or a majority of any Committee established to consider the merits of such action, has a personal financial interest in the name of two transaction at issue, and a Trustee shall not be deemed interested in a transaction or more persons shall be valid if executed by any one of them unless at or prior to exercise of otherwise disqualified from ruling on 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 merits of a Shareholder demand by virtue of the fact that (a) such Trustee receives remuneration for his service as a Trustee of the Trust or as a trustee or director of one or more investment companies that are under common management with or otherwise affiliated with the Trust (b) such Trustee was identified as a potential defendant or witness, (c) the Trustee approved the act being challenged (if the act did not result in any material personal benefit to the Trustee, or if the Trustee is also a Shareholder the act did not result in any material benefit that is not shared pro rata with other Shareholders) or (d) the Trustee is a Shareholder);; and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time (in any case, not less than 90 days) to consider such shareholder request and to investigate the basis of such claim; and the Trustees shall be deemed valid unless challenged at entitled to retain counsel or prior other advisers in considering the merits of the request and shall require an undertaking by the Shareholders making such request to its exercise and, reimburse the Trust for the expense of any such advisers in the case event that the Trustees determine not to bring such action. For purposes of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issuedthis Section 7.1, the Trustees may exercise all rights designate a Committee of Shareholders and may take any action required by law, this Declaration one Trustee to consider a Shareholder demand if necessary to create a Committee with a majority of Trust or Trustees who do not have a personal financial interest in the Bylaws to be taken by Shareholders as to such series or classtransaction at issue.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees with respect to any investment adviser as provided in Article IV, Section 27, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this the Trust or any series to the extent and as provided in Article IX, Section 4, (viv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 87, (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 (vi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the Bylaws By-Laws or by any registration of the Trust with the Securities and Exchange Commission (or any successor 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 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, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to by individual series or classes of sharesclass, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyAct, Shares shall be voted in the aggregate and not by individual series or class; , and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classesclass, then only Shareholders of such series 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. 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 the 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. 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 Bylaws by By-Laws to be taken by Shareholders as to such series or classShareholders.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for ------------- the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 28 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 6Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 44 of the 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 or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) and (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article IX, Section 87 of the Declaration of Trust, (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 (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor 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, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. On any matter submitted to a vote Except as otherwise provided in the Declaration of ShareholdersTrust or these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to classes or series or classes of shares, except (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonShares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. 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 proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder's name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any a particular class or series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the these Bylaws to be taken by Shareholders as to such series class or classseries.

Voting Powers. Subject to the voting powers provisions of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsArticle III, Section 6(d), the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for to the removal same extent as the stockholders of Trustees a Massachusetts business corporation as provided in Article IVto whether or not a court action, Section 2proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any the termination of this the Trust or any Series to the extent and as provided in Article IXVIII, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (viiv) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. 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 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until At any time when no Shares of any series or class a Series are issuedoutstanding, the Trustees may exercise all rights of Shareholders and may of that Series with respect to matters affecting that Series, take any action required by law, this Declaration of Trust or the Bylaws By-Laws, to be taken by Shareholders as to such series or classthe Shareholders.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (ia) for the election of Trustees as provided in Article IVIII, Section 1Sections 3.01 and 3.02 hereof, (iib) for the removal of Trustees as provided in Article IVIII, Section 23.03(d) hereof, (iiic) with respect to any Manager investment advisory or management contract as provided in Article IVVI, Sections 6.01 and 6.06 hereof, (d) the amendment of this Trust Instrument to the extent provided in Article X, Section 68, (ive) with respect to any termination of this the Trust to the extent and as provided in by Article IXX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (vif) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of TrustTrust Instrument, or the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. On any matter submitted to a vote of the Shareholders, all Shares shall be voted separately by individual Series or class, except: (a) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or class; and (b) when the Trustees have determined that the matter affects the interests of more than one Series or class, then the Shareholders of all such affected Series or class shall be entitled to vote thereon. The Trustees also may determine that a matter affects only the interests of one (1) or more classes of a Series, in which case any such matter shall be voted on by such class or classes. Each whole Share share shall be entitled to one (1) vote as to any matter on which it is entitled to vote 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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 proxyproxy or in any manner provided for in the By-Laws. A proxy with respect to Shares held may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by any electronic or telecommunications device or in any other manner. Notwithstanding anything else herein or 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 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 andBy-Laws, in the case of event a challenge proposal by any person anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series of the Trust, or in the burden event of proving invalidity shall rest on any proxy contest or proxy solicitation or proposal in opposition to any proposal by the challengerofficers or Trustees of the Trust, Shares may be voted only in person or by written proxy. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Declaration Trust Instrument or any of the By-Laws of the Trust or the Bylaws to be taken by Shareholders. Meetings of Shareholders shall be called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the Trust Instrument and the By-Laws.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, of this Declaration of Trust; provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) for the removal of Trustees as provided in Article IV, Section 26, (iii) with respect to any Manager as provided pro-vided in Article IV, Section 65, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, (v) with respect to the termination of the Trust or a series of Shares as provided in Article IX, Section 5, and (vi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the Bylaws By-Laws of the Trust or any registration of the Trust with the Securities and Exchange Commission (or any successor 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 (except that in the election of Trustees said vote may be cast for as many persons as there are Trustees to be elected), and each fractional Share shall be entitled to a proportionate fractional vote. On 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, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to series or classes of sharesShares, except (1i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, differently Shares shall be voted by individual series or class; class and (2ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes, classes then only Shareholders of such series 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. 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 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Whenever no Shares of any series or class are issuedissued and outstanding, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any By-Laws of the Bylaws Trust to be taken by Shareholders as to such series or classShareholders.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for to the removal of Trustees as extent provided in Article IVIII, Section 29 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, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any the termination of this the Trust or any Series or class to the extent and as provided in Article IXVIII, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, 4 and (viiv) with respect to such additional matters relating to the Trust as may be required by applicable law, including the 1940 Act, 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, or as the Trustees may consider necessary or desirable. Each The number of votes that each whole or fractional 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 specified in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required . If authorized by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyTrustees, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting cumulatively in the election of Trustees. Shares may be voted in person or by proxy. 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 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until At any time when no Shares of any series a Series or 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 Bylaws to be taken by the Shareholders as to such series or classthereof.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IVIX, Section 1Sections 2 and 4 of the Declaration, provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the shareholders, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IXXIII, Section 41 of the Declaration, (viii) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article IXIV, Section 84 and Article XIII, Section 1 of the Declaration, (iv) with respect to any reorganization of the Trust as provided in Article XIII, Section 2 of the Declaration, (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 (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trustlaw, the Bylaws Declaration, these By-laws, or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) 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 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, shall be voted in by individual Class or Series, as the aggregate as a single class without regard to series or classes of sharescase may be, except (1i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyAct, Shares shall be voted in the aggregate and not by individual series Class or class; Series and (2ii) when the Trustees have determined that the matter affects only the interests of one or more series Class or classesSeries, then only Shareholders of such series 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. 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 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 andexercise, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. 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 the Declaration, or the Bylaws these By-laws to be taken by Shareholders as to such series or classShareholders.

Voting Powers. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or rights established with respect to a particular Class in the BylawsBy-Laws or the resolutions establishing such Class, the Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IV, Section 1, 2 of this Article; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 5(a); (iiic) with respect any investment advisory or management contract to any Manager as provided in Article IV, Section 6, the extent required by the 1940 Act; (ivd) with respect to any termination the amendment of this Trust Declaration to the extent and as provided in Article IXX, Section 4, 10; (ve) with respect to any the amendment of this Declaration of Trust the Limited Term Provision (as defined below) to the extent and as provided in Article IX, Section 84; (f) the conversion of the Trust to an open-end investment company to the extent provided in Article IX, Section 5; (g) the reorganization of the Trust to the extent provided in Article IX, Section 6; (h) to approve a transaction subject to Article IX, Section 7, and (vii) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws 1940 Act or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or Class, except (a) as provided with respect to a particular Class in the By-Laws or the resolutions establishing such Class, (b) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (c) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote thereon. As determined by the Trustees without the vote or consent of shareholders and except as provided with respect to a particular Class in the By-Laws or the resolutions establishing such Class, 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. 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series 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. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-Laws. The By-Laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to By-Laws. Meetings of Shareholders shall be taken by Shareholders called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-Laws.

Voting Powers. Subject to the voting powers provisions of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsArticle III, Section 6(d), the Shareholders shall have power to vote only (i) for the election or removal of Trustees Trustees, including the filling of any vacancies in the Board of Trustees, as provided in Article IV, Section 1, 1 hereof; (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (vi) with respect to such additional matters relating to the Trust as may be required by applicable law, this Declaration of Trust, the Bylaws By-Laws, or any registration statement of the Trust filed with the Securities and Exchange Commission (or any successor agency; and (iii) or any state, or on such other matters as the Board of Trustees may consider necessary or desirable. Each The Shareholder of record (as of the record date established pursuant to Section 5 of this Article V) of each whole Share shall be entitled to one vote for each full Share as to any matter on which it is entitled to vote 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 (1) when required by the 1940 Act or when the Trustees Shareholders shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall not be entitled to vote thereon. There shall be no cumulative voting in the election of TrusteesTrustees or on any other matter. Shares may be voted in person or by proxy. A proxy with respect to Shares held may be given by any means acceptable under applicable law, including by an electronic or telecommunications device if so authorized by the Trustees. Notwithstanding anything else contained herein or 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 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 andBylaws, in the case of event a challenge proposal by any person 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 burden event of proving invalidity shall rest on any proxy context or proxy solicitation or proposal in opposition to any proposal by the challengerofficers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meeting. 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 Bylaws to be taken by the Shareholders, Meetings of the Shareholders shall be called and notice thereof and record dates therefore shall be given and set as to such series or classprovided in the Bylaws.

Voting 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 Bylaws, the The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees with respect to any investment adviser as provided in Article IV, Section 27, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this the Trust or any series to the extent and as provided in Article IX, Section 4, (viv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 87, (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 (vi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the Bylaws By- Laws or by any registration of the Trust with the Securities and Exchange Commission (or any successor 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 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, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to series or classes of sharesby individual series, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyAct, Shares shall be voted in the aggregate and not by individual series or class; series, and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classesseries, then only Shareholders of such series 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. 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 the 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. 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 Bylaws By-Laws to be taken by Shareholders as to such series or classShareholders.

Voting Powers. Subject to the voting powers provisions of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsArticle III, the Section 7(d), Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, and (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws By-Laws, the 1940 Act or any registration statement of the Trust filed with the Securities and Exchange Commission (or any successor 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 vote as to any matter submitted to a vote of Shareholders, all Shares of the Trust then on which it is 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 (1) when required by the 1940 Act 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 or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonvote. There shall be no cumulative voting in the election of Trustees. 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 deemed to be amended, modified or interpreted in accordance therewith without further approval by the Trustees or the Shareholders. Shares may be voted in person or by proxyproxy or by any manner authorized by the Trustees. Unless the Trustees declare otherwise, proxies may be given by any electronic or telecommunications device, including telefax, telephone or through the Internet or any other means permissible under the Delaware Act, but if a proposal by anyone other than the officers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees, Shares may be voted only in person or by written proxy unless 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 of such Series with respect to the Trust or such particular Series required or permitted by law or this Declaration of Trust and the By-Laws to be taken by Shareholders. 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 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, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. 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 Bylaws to be taken by Shareholders as to such series or class.

Voting Powers. Subject to the voting powers Notwithstanding any other provision of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsBy-laws, the Shareholders shall have power to vote only only: (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (vi) with respect to such additional matters relating to the Trust Fund as may be required by this Declaration of Trust, the Bylaws or any registration applicable provisions of the Trust with the Securities 1940 Act or other applicable law; and Exchange Commission (or any successor agencyii) or any state, or as the Trustees may otherwise consider necessary or desirableadvisable in their sole discretion. 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 Notwithstanding any matter other provision of the Declaration of Trust, on any matters submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to series or classes of sharesaggregate, except except: (1i) when required by applicable provisions of the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyAct, Shares shall be voted by individual series or classClass; and (2ii) when the matter involves any action that the Trustees have determined will affect only the interests of one Class, then only the Shareholders of such Class shall be entitled to vote thereon; and (iii) when the matter involves any action that the matter affects Trustees have determined will affect only the interests of one or more series or classesClasses, then only the Shareholders of such series 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. A proxy with respect to Shares held or in any manner provided for in the name of two By-laws, which may provide that a proxy may be given in writing or more persons shall be valid if executed by electronic, telephonic or other alternatives means, or in any one of them unless at or prior to exercise of other manner deemed acceptable by 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, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challengerTrustees. 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 Bylaws By-laws to be taken by Shareholders as to such series or classShareholders.