Common use of Voting Powers, Meetings, Notice and Record Dates Clause in Contracts

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only (i) for the election or removal of Trustees to the extent and as provided in Article IV, Section 2, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable law, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or as the Trustees may consider necessary or desirable. Each Shareholder shall be entitled to one vote for each dollar of net asset value (determined as of the applicable record date) of each Share owned by such Shareholder (number of Shares owned times net asset value per Share) on any matter on which such Shareholder is entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except (i) when required by the 1940 Act, Shares shall be voted by individual Series or Class; and (ii) when the matter affects the interests of one or more Series or Classes, only holders of Shares of the one or more affected 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 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 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 are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only only: (i) for the election or removal of Trustees to the extent and as provided in Article IV, Section 21 hereof, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable law, this Declaration of Trust, the By-Laws or any registration statement of the Trust with the Commission (or any successor agency) or as the Trustees may consider necessary or desirable. Each Shareholder Shareholders shall be entitled to one vote for each dollar dollar, and a fractional vote for each fraction of a dollar, of net asset value (determined as of the applicable record date) of per Share for each Share owned by such Shareholder (number of Shares owned times net asset value per Share) on held, as to any matter on which such Shareholder the Share is entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter matters submitted to a vote of the Shareholders, all Shares shares of the Trust then entitled to vote shall be voted in aggregate, except except: (i) when required by the 1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves any action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only holders the interests of Shares of the one or more affected Series Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by any an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only (i) for the election or removal of Trustees to the extent and as provided in Article IV, Section 21, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable law, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or as the Trustees may consider necessary or desirable. Each Shareholder shall be entitled to one vote for each dollar of net asset value (determined as of the applicable record date) of each Share owned by such Shareholder (number of Shares owned times net asset value per Share) on any matter on which such Shareholder is entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except (i) when required by the 1940 Act, Shares shall be voted by individual Series or Class; and (ii) when the matter affects the interests of one or more Series or Classes, only holders of Shares of the one or more affected 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 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 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 are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only (i) for the election or removal of Trustees to the extent and as provided in Article IV, Section 2, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable law, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each Shareholder shall be entitled to one vote for each dollar of net asset value (determined as of the applicable record date) of each Share owned by such Shareholder (number of Shares owned times net asset value per Share) on any matter on which such Shareholder is entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except (i) when required by the 1940 Act, Shares shall be voted by individual Series or Class; and (ii) when the matter affects involves the termination of a Series or Class or any other action that the Trustees have determined will affect only the interests of one or more Series or Classes, then only holders Shareholders of Shares of the one or more affected 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 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 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 are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only (i) for the election or removal of Trustees to the extent and as provided in Article IV, Section 21, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable law, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each Shareholder As determined by the Trustees without the vote or consent of Shareholders (except as required by the 1940 Act), on any matter submitted to a vote of Shareholders, either (i) each whole Share shall be entitled to one vote for 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 (determined as of the applicable record date) of each Share owned by such Shareholder Net Asset Value (number of Shares owned times net asset value Net Asset Value per Shareshare of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shareholder is Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except (i) when required by the 1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves the termination of a Series or any other action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only holders the interests of Shares of the one or more affected Series Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy 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 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 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 are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as and to the extent and as provided in Article IV, Section 21, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable lawthe 1940 Act, Section 4 of Article VIII of this Declaration of Trust, Section 2 of Article X or Article XIII of the By-Laws or any registration of the Trust with the Commission (or any successor agency) or as the Trustees may consider necessary or desirable. Each Shareholder As determined by the Trustees without the vote or consent of Shareholders (except as required by the 1940 Act), on any matter submitted to a vote of Shareholders, either (i) each whole Share shall be entitled to one vote for 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 (determined as of the applicable record date) of each Share owned by such Shareholder Net Asset Value (number of Shares owned times net asset value Net Asset Value per Shareshare of the Trust, if no Series shall have been established or of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shareholder is Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except (i) when required by the 1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves any action that the Trustees have determined will affect only the interests of any one or more Series, then only Shareholders of such Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Series or Classes, then only holders the Shareholders of Shares of the one or more affected Series such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy 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 contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or the Trustees of the Trust is submitted to a vote of the Shareholders of the Trust or any one or more Series or Classes thereof or of the Trustthereof, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or the Trustees of the Trust, then, solely with respect to such proposal, proxy contest or proxy solicitation, Shares may be voted only in person or by written proxy at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only only: (i) for the election or removal of Trustees to the extent and as provided in Article IV, Section 23 hereof, and (ii) with respect to such additional matters relating to the Trust Trust, including the calling of a meeting of Shareholders, as may be required by applicable law, this Declaration of Trust, the By-Laws or any registration statement of the Trust with the Commission (or any successor agency) or as the Trustees may consider necessary or desirable. Each Shareholder whole Share shall be entitled to one vote for each dollar of net asset value (determined as of the applicable record date) of each Share owned by such Shareholder (number of Shares owned times net asset value per Share) on to any matter on which such Shareholder it is entitled to vote and each fractional dollar amount Share shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Notwithstanding any other provision of this Declaration of Trust, on any matter matters submitted to a vote of the Shareholders, all Shares shares of the Trust then entitled to vote shall be voted in aggregate, except except: (i) when required by the 1940 Act, Shares shall be voted by individual Series or Class; and (ii) when the matter affects involves any action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only holders the interests of Shares of the one or more affected Series Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by any an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only only: (i) for the election or removal of Trustees to the extent and as provided in Article IV, Section 22 hereof, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable law, this Declaration of Trust, the By-Laws or any registration statement of the Trust with the Commission (or any successor agency) or as the Trustees may consider necessary or desirable. Each Shareholder Shareholders shall be entitled to one vote for each dollar dollar, and a fractional vote for each fraction of a dollar, of net asset value (determined as of the applicable record date) of per Share for each Share owned by such Shareholder (number of Shares owned times net asset value per Share) on held, as to any matter on which such Shareholder the Share is entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter matters submitted to a vote of the Shareholders, all Shares shares of the Trust then entitled to vote shall be voted in aggregate, except except: (i) when required by the 1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves any action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only holders the interests of Shares of the one or more affected Series Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by any an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as and to the extent and as provided in Article IVSection 4.1, Section 2, and (ii) with respect to such additional matters relating to the Trust or the applicable Series as may be required by applicable federal law, this Declaration of Trustincluding the 1940 Act, the By-Laws or any registration of the Trust with the Commission and (or any successor agencyiii) or as the Trustees may otherwise consider necessary or desirabledesirable in their sole discretion. Each Shareholder whole Share shall be entitled to one vote for each dollar of net asset value (determined as of the applicable record date) of each Share owned by such Shareholder (number of Shares owned times net asset value per Share) on to any matter on which such Shareholder it is entitled to vote and each fractional dollar amount Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter matters submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except except: (i) when required by the 1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves any action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only holders the interests of Shares of the one or more affected Series Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxyproxy or in any manner provided for in the By-Laws. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by any an electronic or telecommunications device or in any other mannermanner deemed acceptable by the Trustees. Notwithstanding anything else contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy or in person at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only only: (i) for the election or removal of Trustees to the extent and as provided in Article IV, Section 21 hereof, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable law, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) ), or as the Trustees may consider necessary or desirable. Each Shareholder whole Share shall be entitled to one vote for each dollar of net asset value (determined as of the applicable record date) of each Share owned by such Shareholder (number of Shares owned times net asset value per Share) on any matter on which such Shareholder it is entitled to vote and each fractional dollar amount Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter matters submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except except: (i) when required by the 1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves the termination of a Series or any other action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only holders the interests of Shares of the one or more affected Series Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by any an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy or in person at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only only: (i) for the election or removal of Trustees to the extent and as provided in Article IV, Section 23 hereof, and (ii) with respect to such additional matters relating to the Trust Trust, including the calling of a meeting of Shareholders, as may be required by applicable law, this Declaration of Trust, the By-Laws or any registration statement of the Trust with the Commission (or any successor agency) or as the Trustees may consider necessary or desirable. Each Shareholder Shareholders shall be entitled to one vote for each dollar dollar, and a fractional vote for each fraction of a dollar, of net asset value (determined as of the applicable record date) of per Share for each Share owned by such Shareholder (number of Shares owned times net asset value per Share) on held, as to any matter on which such Shareholder the Share is entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter matters submitted to a vote of the Shareholders, all Shares shares of the Trust then entitled to vote shall be voted in aggregate, except except: (i) when required by the 1940 Act, Shares shall be voted by individual Series or Class; and (ii) when the matter affects involves any action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only holders the interests of Shares of the one or more affected Series Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by any an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as and to the extent and as provided in Article IVSection 4.1, Section 2, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable federal law, this Declaration of Trustincluding the 1940 Act, the By-Laws or any registration of the Trust with the Commission and (or any successor agencyiii) or as the Trustees may otherwise consider necessary or desirabledesirable in their sole discretion. Each Shareholder whole Share shall be entitled to one vote for each dollar of net asset value (determined as of the applicable record date) of each Share owned by such Shareholder (number of Shares owned times net asset value per Share) on to any matter on which such Shareholder it is entitled to vote and each fractional dollar amount Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter matters submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except except: (i) when required by the 1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves any action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only holders the interests of Shares of the one or more affected Series Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxyproxy or in any manner provided for in the By-Laws. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by any an electronic or telecommunications device or in any other mannermanner deemed acceptable by the Trustees. Notwithstanding anything else contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy or in person at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only only: (i) for the election or removal of Trustees to the extent and as provided in Article IV, Section 21 hereof, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable law, this Declaration of Trust, the By-Laws or any registration statement of the Trust with the Commission (or any successor agency) or as the Trustees may consider necessary or desirable. Each Shareholder Shareholders shall be entitled to one vote for each dollar Share, and a fractional vote for each fraction of net asset value (determined as of the applicable record date) of a Share for each Share owned by such Shareholder (number of Shares owned times net asset value per Share) on held, as to any matter on which such Shareholder the Share is entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter matters submitted to a vote of the Shareholders, all Shares shares of the Trust then entitled to vote shall be voted in aggregate, except except: (i) when required by the 1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves any action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only holders the interests of Shares of the one or more affected Series Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by any an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only (i) for the election or removal of Trustees to the extent and as provided in Article IV, Section 21, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable law, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each Shareholder As determined by the Trustees without the vote or consent of Shareholders (except as required by the 1940 Act), on any matter submitted to a vote of Shareholders, either (i) each whole Share shall be entitled to one vote for 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 (determined as of the applicable record date) of each Share owned by such Shareholder Net Asset Value (number of Shares owned times net asset value Net Asset Value per Shareshare of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shareholder is Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except (i) when required by the 1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves the termination of the Trust, Shares shall be voted by individual Series; (iii) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, shall be entitled to vote thereon; and (iv) when the matter involves any action that the Trustees have determined will affect only holders the interests of Shares of the one or more affected Series Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy 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 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 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 are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as and to the extent and as provided in Article IV, Section 21, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable lawthe 1940 Act, Section 4 of Article VIII of this Declaration of Trust, Section 2 of Article 10 or Article 13 of the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each Shareholder As determined by the Trustees without the vote or consent of Shareholders (except as required by the 1940 Act), on any matter submitted to a vote of Shareholders, either (i) each whole Share shall be entitled to one vote for 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 (determined as of the applicable record date) of each Share owned by such Shareholder Net Asset Value (number of Shares owned times net asset value Net Asset Value per Shareshare of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shareholder is Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except (i) when required by the 1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves any action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only holders the interests of Shares of the one or more affected Series Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy 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 contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or the Trustees of the Trust is submitted to a vote of the Shareholders 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 the Trustees of the Trust, Shares may be voted only in person or by written proxy at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.may

Voting Powers, Meetings, Notice and Record Dates. The ------------------------------------------------ Shareholders shall have power to vote only (i) for the election or removal of Trustees as and to the extent and as provided in Article IV, Section 21, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable lawthe 1940 Act, Section 4 of Article VIII of this Declaration of Trust, Section 2 of Article X or Article XIII of the By-Laws or any registration of the Trust with the Commission (or any successor agency) or as the Trustees may consider necessary or desirable. Each Shareholder As determined by the Trustees without the vote or consent of Shareholders (except as required by the 1940 Act), on any matter submitted to a vote of Shareholders, either (i) each whole Share shall be entitled to one vote for 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 (determined as of the applicable record date) of each Share owned by such Shareholder Net Asset Value (number of Shares owned times net asset value Net Asset Value per Shareshare of the Trust, if no Series shall have been established or of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shareholder is Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except (i) when required by the 1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves any action that the Trustees have determined will affect only the interests of any one or more Series, then only Shareholders of such Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Series or Classes, then only holders the Shareholders of Shares of the one or more affected Series such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy 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 contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or the Trustees of the Trust is submitted to a vote of the Shareholders of the Trust or any one or more Series or Classes thereof or of the Trustthereof, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or the Trustees of the Trust, then, solely with respect to such proposal, proxy contest or proxy solicitation, Shares may be voted only in person or by written proxy at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only only: (i) for the election or removal of Trustees to the extent and as provided in Article IV, Section 21 hereof, and (ii) with respect to such additional matters relating to the Trust or the applicable Series as may be required by applicable law, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) Laws, or as the Trustees may consider necessary or desirable. Each Shareholder whole Share shall be entitled to one vote for each dollar of net asset value (determined as of the applicable record date) of each Share owned by such Shareholder (number of Shares owned times net asset value per Share) on to any matter on which such Shareholder it is entitled to vote and each fractional dollar amount Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter matters submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except except: (i) when required by the 1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves the termination of a Series or any other action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only holders the interests of Shares of the one or more affected Series Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by any an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trustthereof, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy or in person at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only only: (i) for the election or removal of Trustees to the extent and as provided in Article IV, Section 21 hereof, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable law, this Declaration of Trust, the By-Laws or any registration statement of the Trust with the Commission (or any successor agency) or as the Trustees may consider necessary or desirable. Each Shareholder Shareholders shall be entitled to one vote for each dollar dollar, and a fractional vote for each fraction of a dollar, of net asset value (determined as of the applicable record date) of per Share for each Share owned by such Shareholder (number of Shares owned times net asset value per Share) on held, as to any matter on which such Shareholder the Share is entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter matters submitted to a vote of the Shareholders, all Shares shares of the Trust then entitled to vote shall be voted in aggregate, except except: (i) when required by the 1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves any action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only holders the interests of Shares of the one or more affected Series Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by any an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws. Section 2.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only (i) for the election or removal of Trustees Directors as and to the extent and as provided in Article IV, Section 2, 1 and (ii) with respect to such additional matters relating to the Trust Company as may be required by applicable lawthe 1940 Act, Section 4 of Article VIII of this Declaration of TrustAgreement, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or as the Trustees Directors may consider necessary or desirable. Each Shareholder As determined by the Directors without the vote or consent of Shareholders (except as required by the 1940 Act), on any matter submitted to a vote of Shareholders, either (i) each whole Share shall be entitled to one vote for 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 (determined as of the applicable record date) of each Share owned by such Shareholder Net Asset Value (number of Shares owned times net asset value Net Asset Value per Shareshare of the Company, if no Series shall have been established or of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shareholder is Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Directors in any way to designate otherwise in accordance with the preceding sentence, the Directors hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of TrustAgreement, on any matter submitted to a vote of the Shareholders, all Shares of the Trust Company then entitled to vote shall be voted in the aggregate, except (i) when required by the 1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves any action that the Directors have determined will affect only the interests of any one or more Series, then only Shareholders of such Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Directors have determined will affect only the interests of one or more Series or Classes, then only holders the Shareholders of Shares of the one or more affected Series such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of TrusteesDirectors. Shares may be voted in person or by proxy. A proxy 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 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 are issued, the Trustees Directors may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust Agreement or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as and to the extent and as provided in Article IV, Section 21, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable lawthe 1940 Act, Section 5 of Article IX of this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) Bylaws or as the Trustees may consider necessary or desirable. Each Shareholder As determined by the Trustees without the vote or consent of Shareholders (except as required by the 1940 Act), on any matter submitted to a vote of Shareholders, either (i) each whole Share shall be entitled to one vote for 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 (determined as of the applicable record date) of each Share owned by such Shareholder (number of Shares owned times net asset value per Shareshare of the Trust) shall be entitled to one vote on any matter on which such Shareholder is Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except (i) when required by the 1940 Act, Shares shall be voted by individual Series or Class; and (ii) when the matter affects involves any action that the Trustees have determined will affect only the interests of one or more Series or Classes, then only holders the Shareholders of Shares of the one or more affected Series such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy may be given in writing. The By-Laws 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 contained herein or in the By-LawsBylaws, and to the fullest extent permitted by applicable law, in the event a proposal by anyone other than the officers or the Trustees of the Trust is submitted to a vote of the Shareholders of the Trust or any one or more Series or Classes thereof or of the Trustthereof, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or the Trustees of the Trust, then, solely with respect to such proposal, proxy contest or proxy solicitation, Shares may be voted only in person or by written proxy at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor therefore shall be given and set as provided in the By-LawsBylaws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as and to the extent and as provided in Article IV, Section 21, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable lawthe 1940 Act, Section 4 of Article VIII of this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or as the Trustees may consider necessary or desirable. Each Shareholder As determined by the Trustees without the vote or consent of Shareholders (except as required by the 1940 Act), on any matter submitted to a vote of Shareholders, either (i) each whole Share shall be entitled to one vote for 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 (determined as of the applicable record date) of each Share owned by such Shareholder Net Asset Value (number of Shares owned times net asset value Net Asset Value per Shareshare of the Trust, if no Series shall have been established or of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shareholder is Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except (i) when required by the 1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves any action that the Trustees have determined will affect only the interests of any one or more Series, then only Shareholders of such Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Series or Classes, then only holders the Shareholders of Shares of the one or more affected Series such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy 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 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 are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as and to the extent and as provided in Article IV, Section 21, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable lawthe 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each Shareholder As determined by the Trustees without the vote or consent of Shareholders (except as required by the 1940 Act), on any matter submitted to a vote of Shareholders, either (i) each whole Share shall be entitled to one vote for 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 (determined as of the applicable record date) of each Share owned by such Shareholder Net Asset Value (number of Shares owned times net asset value Net Asset Value per Shareshare of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shareholder is Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate, except (i) when required by the 1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves any action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only holders the interests of Shares of the one or more affected Series Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy 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 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 are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only (i) for the election or removal of Trustees to the extent and as provided in Article IV, Section 21, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable law, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each Shareholder As determined by the Trustees without the vote or consent of Shareholders (except as required by the 1940 Act), on any matter submitted to a vote of Shareholders, either (i) each whole Share shall be entitled to one vote for 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 (determined as of the applicable record date) of each Share owned by such Shareholder Net Asset Value (number of Shares owned times net asset value Net Asset Value per Shareshare of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shareholder is Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except (i) when required by the 1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves the termination of a Series or any other action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, only holders of Shares of the one or more affected 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 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 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 are issued, the Trustees may exercise all rights of Shareholders ; and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.(iii)

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only (i) for the election or removal of Trustees to the extent and as provided in Article IV, Section 21, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable law, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each Shareholder As determined by the Trustees without the vote or consent of Shareholders (except as required by the 1940 Act), on any matter submitted to a vote of Shareholders, either (i) each whole Share shall be entitled to one vote for 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 (determined as of the applicable record date) of each Share owned by such Shareholder Net Asset Value (number of Shares owned times net asset value Net Asset Value per Shareshare of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shareholder is Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except (i) when required by the 1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves the termination of a Series or any other action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only holders the interests of Shares of the one or more affected Series Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy 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 contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or the Trustees of the Trust is submitted to a vote of the Shareholders 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 the Trustees of the Trust, Shares may be voted only in person or by written proxy at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The (a) Shareholders shall have power to vote only (i) for the election or removal of Trustees to the extent and as provided in Article IV, Section 21, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable law, this Declaration of Trust, the By-Laws Laws, the 1940 Act or any registration statement of the Trust filed with the Commission (or any successor agency) or any state, or as the Trustees may consider and determine necessary or desirable. Each Shareholder whole Share shall be entitled to one vote for each dollar of net asset value (determined as of the applicable record date) of each Share owned by such Shareholder (number of Shares owned times net asset value per Share) on to any matter on which such Shareholder it is entitled to vote and each fractional dollar amount Share shall be entitled to a proportionate fractional vote as to any matter on which it is entitled to vote. Notwithstanding any other provision of this Declaration of TrustTo 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 matter submitted to a vote of specific matter, the Shareholders, all Shares of the Trust then entitled ’ right to vote shall be voted deemed to be amended, modified or interpreted in aggregate, except (i) when required accordance therewith without further approval by the 1940 Act, Shares shall be voted by individual Series Trustees or Class; and (ii) when the matter affects the interests of one or more Series or Classes, only holders of Shares of the one or more affected 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. A proxy may be given in writing. The By-Laws may provide that Unless the Trustees declare otherwise, 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 but if a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more any Series or Classes thereof or of the TrustClass, or in the event of any if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the TrustTrustees, Shares may be voted only in person or by written proxy at a meetingunless the Trustees specifically authorize other permissible methods of transmission. Until Shares of a Series are issued, the Trustees may exercise all of the rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in of such Series with respect to the By-Laws.Trust or such particular Series required or

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only only: (i) for the election or removal of Trustees to the extent and as provided in Article IV, Section 21 hereof, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable law, this Declaration of Trust, the By-Laws or any registration statement of the Trust with the Commission (or any successor agency) or as the Trustees may consider necessary or desirable. Each Shareholder Shareholders shall be entitled to one vote for each dollar dollar, and a fractional vote for each fraction of a dollar, of net asset value (determined as of the applicable record date) of per Share for each Share owned by such Shareholder (number of Shares owned times net asset value per Share) on held, as to any matter on which such Shareholder the Share is entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter matters submitted to a vote of the Shareholders, all Shares shares of the Trust then entitled to vote shall be voted in aggregate, except except: (i) when required by the 1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves any action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only holders the interests of Shares of the one or more affected Series Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by any an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The (a) Shareholders shall have power to vote only (i) for the election or removal of Trustees to the extent and as provided in Article IV, Section 21, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable law, this Declaration of Trust, the By-Laws Laws, the 1940 Act or any registration statement of the Trust filed with the Commission (or any successor agency) or any state, or as the Trustees may consider and determine necessary or desirable. Each Shareholder whole Share shall be entitled to one vote for each dollar of net asset value (determined as of the applicable record date) of each Share owned by such Shareholder (number of Shares owned times net asset value per Share) on to any matter on which such Shareholder it is entitled to vote and each fractional dollar amount Share shall be entitled to a proportionate fractional vote as to any matter on which it is entitled to vote. Notwithstanding any other provision of this Declaration of TrustTo 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 matter submitted to a vote of specific matter, the Shareholders, all Shares of the Trust then entitled ’ right to vote shall be voted deemed to be amended, modified or interpreted in aggregate, except (i) when required accordance therewith without further approval by the 1940 Act, Shares shall be voted by individual Series Trustees or Class; and (ii) when the matter affects the interests of one or more Series or Classes, only holders of Shares of the one or more affected 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. A proxy may be given in writing. The By-Laws may provide that Unless the Trustees declare otherwise, 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 but if a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more any Series or Classes thereof or of the TrustClass, or in the event of any if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the TrustTrustees, Shares may be voted only in person or by written proxy at a meetingunless the Trustees specifically authorize other permissible methods of transmission. Until Shares of a Series are issued, the Trustees may exercise all of the rights of the Shareholders and may take any action of such Series with respect to the Trust or such particular Series required or permitted by law, law or this Declaration of Trust or and the By-Laws to be taken by the Shareholders. Meetings A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the Shareholders proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be called deemed valid unless challenged at or prior to its exercise and notice thereof and record dates therefor the burden of proving invalidity shall be given and set as provided in rest on the By-Lawschallenger.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only only: (i) for the election or removal of Trustees to the extent and as provided in Article IV, Section 21 hereof, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable law, this Declaration of Trust, Trust or the By-Laws or any registration statement of the Trust with the Commission (or any successor agency) or as the Trustees may consider necessary or desirable. Each Shareholder Shareholders shall be entitled to one vote for each dollar dollar, and a fractional vote for each fraction of a dollar, of net asset value (determined as of the applicable record date) of per Share for each Share owned by such Shareholder (number of Shares owned times net asset value per Share) on held, as to any matter on which such Shareholder the Share is entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter matters submitted to a vote of the Shareholders, all Shares shares of the Trust then entitled to vote shall be voted in aggregate, except except: (i) when required by the 1940 Act, Shares shall be voted by individual Series or Class; and (ii) when the matter affects involves any action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only holders the interests of Shares of the one or more affected Series Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by any an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy at a meeting. Until manner until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only with respect to (ia) for the election or of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the removal of Trustees as provided in Article IV, Section 1(d); (c) any termination of the Trust as provided in Article IX, Section 3; (d) the amendment of this Declaration of Trust to the extent and as provided in Article IVIX, Section 2, 5; and (iie) with respect to such additional matters relating to the Trust as may be required or authorized by applicable law, this Declaration of Trust, or the By-Laws or any registration of the Trust with the Commission (or any successor agency) State, or as the Trustees may consider necessary or desirable. Each Shareholder whole Share shall be entitled to one vote for each dollar of net asset value (determined as of the applicable record date) of each Share owned by such Shareholder (number of Shares owned times net asset value per Share) on to any matter on which such Shareholder it is entitled to vote and each fractional dollar amount Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter matters submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except except: (i) when required by the 1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves the termination of a Series or any other action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only holders the interests of Shares of the one or more affected Series Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxyproxy or in any manner provided for in the By-Laws. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by any an electronic or telecommunications device or in any other mannermanner deemed acceptable by the Trustees. Notwithstanding anything else contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy or in person at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only (i) for the election or removal of Trustees to the extent and as provided in Article IV, Section 21, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable law, this Declaration of Trust, the By-Laws Bylaws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each Shareholder As determined by the Trustees without the vote or consent of Shareholders (except as required by the 1940 Act), on any matter submitted to a vote of Shareholders, either (i) each whole Share shall be entitled to one vote for 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 (determined as of the applicable record date) of each Share owned by such Shareholder Net Asset Value (number of Shares owned times net asset value Net Asset Value per Shareshare of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shareholder is Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except (i) when required by the 1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves the termination of the Trust, Shares shall be voted by individual Series; (iii) when the matter involves the termination of a Series or any other action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, shall be entitled to vote thereon; and (iv) when the matter involves any action that the Trustees have determined will affect only holders the interests of Shares of the one or more affected Series Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy may be given in writing. The By-Laws 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 contained herein or in the By-LawsBylaws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders 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 are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-LawsBylaws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as and to the extent and as provided in Article IV, Section 21, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable lawthe 1940 Act, Section 4 of Article VIII of this Declaration of Trust, Section 2 of Article X or Article XIII of the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each Shareholder As determined by the Trustees without the vote or consent of Shareholders (except as required by the 1940 Act), on any matter submitted to a vote of Shareholders, either (i) each whole Share shall be entitled to one vote for 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 (determined as of the applicable record date) of each Share owned by such Shareholder Net Asset Value (number of Shares owned times net asset value Net Asset Value per Shareshare of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shareholder is Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except (i) when required by the 1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves any action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only holders the interests of Shares of the one or more affected Series Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy 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 contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or the 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 the Trustees of the Trust, then, solely with respect to such proposal, proxy contest or proxy solicitation, Shares may be voted only in person or by written proxy at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only only: (i) for the election or removal of Trustees to the extent and as provided in Article IV, Section 21 hereof, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable law, this Declaration of Trust, Trust or the By-Laws or any registration statement of the Trust with the Commission (or any successor agency) or as the Trustees may consider necessary or desirable. Each Shareholder Shareholders shall be entitled to one vote for each dollar dollar, and a fractional vote for each fraction of a dollar, of net asset value (determined as of the applicable record date) of per Share for each Share owned by such Shareholder (number of Shares owned times net asset value per Share) on held, as to any matter on which such Shareholder the Share is entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter matters submitted to a vote of the Shareholders, all Shares shares of the Trust then entitled to vote shall be voted in aggregate, except except: (i) when required by the 1940 Act, Shares shall be voted by individual Series or Class; and (ii) when the matter affects involves any action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only holders the interests of Shares of the one or more affected Series Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by any an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only (i) for the election or removal of Trustees to the extent and as provided in Article IV, Section 21, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable law, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each Shareholder As determined by the Trustees without the vote or consent of Shareholders (except as required by the 1940 Act), on any matter submitted to a vote of Shareholders, either (i) each whole Share shall been titled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to one a proportionate fractional vote for or (ii) each dollar of net asset value (determined as of the applicable record date) of each Share owned by such Shareholder Net Asset Value (number of Shares owned times net asset value Net Asset Value per Shareshare of such Series or Class, as applicable) shall been titled to one vote on any matter on which such Shareholder is Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except (i) when required by the 1940 the1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves the termination of a Series or any other action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, only holders of Shares of the one or more affected 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 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 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 are issued, the Trustees may exercise all rights of Shareholders ; and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.(iii)

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only (i) for the election or removal of Trustees to the extent and as provided in Article IV, Section 21, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable law, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each Shareholder As determined by the Trustees without the vote or consent of Shareholders (except as required by the 1940 Act), on any matter submitted to a vote of Shareholders, either (i) each whole Share shall be entitled to one vote for 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 (determined as of the applicable record date) of each Share owned by such Shareholder Net Asset Value (number of Shares owned times net asset value Net Asset Value per Shareshare of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shareholder is 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 Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except (i) when required by the 1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves the termination of a Series or any other action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only holders the interests of Shares of the one or more affected Series Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy 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 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 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 are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as and to the extent and as provided in Article IV, Section 21, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable lawthe 1940 Act, Section 4 of Article VIII of this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or as the Trustees may consider necessary or desirable. Each Shareholder As determined by the Trustees without the vote or consent of Shareholders (except as required by the 1940 Act), on any matter submitted to a vote of Shareholders, either (i) each whole Share shall be entitled to one vote for as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional [Missing Graphic Reference] vote or (ii) each dollar of net asset value (determined as of the applicable record date) of each Share owned by such Shareholder Net Asset Value (number of Shares owned times net asset value Net Asset Value per Shareshare of the Trust, if no Series shall have been established or of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shareholder is Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except (i) when required by the 1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves any action that the Trustees have determined will affect only the interests of any one or more Series, then only Shareholders of such Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Series or Classes, then only holders the Shareholders of Shares of the one or more affected Series such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy 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 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 are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only (i) for the election or removal of Trustees to the extent and as provided in Article IV, Section 21, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable law, this Declaration of Trust, the By-Laws laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each Shareholder whole Share shall be entitled to one vote for each dollar of net asset value (determined as of the applicable record date) of each Share owned by such Shareholder (number of Shares owned times net asset value per Share) on to any matter on which such Shareholder it is entitled to vote and each fractional dollar amount Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except (i) when required by the 1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves the termination of a Series or any other action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only holders the interests of Shares of the one or more affected Series Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy 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 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 are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings Meeting of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only (i) for the election or removal of Trustees to the extent and as provided in Article IV, Section 21, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable law, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each Shareholder As determined by the Trustees without the vote or consent of Shareholders (except as required by the 1940 Act), on any matter submitted to a vote of Shareholders, either (i) each whole Share shall be entitled to one vote for each dollar of net asset value (determined as of the applicable record date) of each Share owned by such Shareholder (number of Shares owned times net asset value per Share) on to any matter on which such Shareholder it is entitled to vote and each fractional dollar amount Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except (i) when required by the 1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves the termination of a Series or any other action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only holders the interests of Shares of the one or more affected Series Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy 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 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 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 are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only only: (i) for the election or removal of Trustees to the extent and as provided in Article IV, Section 21 hereof, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable law, this Declaration of Trust, the By-Laws or any registration statement of the Trust with the Commission (or any successor agency) or as the Trustees may consider necessary or desirable. Each Shareholder Shareholders shall be entitled to one vote for each dollar Share, and a fractional vote for each fraction of net asset value (determined as of the applicable record date) of a Share for each Share owned by such Shareholder (number of Shares owned times net asset value per Share) on held, as to any matter on which such Shareholder the Share is entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter matters submitted to a vote of the Shareholders, all Shares shares of the Trust then entitled to vote shall be voted in aggregate, except except: (i) when required by the 1940 Act, Shares shall be voted by individual Series or Class; and (ii) when the matter affects involves any action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only holders the interests of Shares of the one or more affected Series Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by any an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only (i) for the election or removal of Trustees to the extent and as provided in Article IV, Section 21, and (ii) with respect to such additional matters relating to the Trust as may be required by applicable law, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each Shareholder whole Share shall be entitled to one vote for each dollar of net asset value (determined as of the applicable record date) of each Share owned by such Shareholder (number of Shares owned times net asset value per Share) on to any matter on which such Shareholder it is entitled to vote and each fractional dollar amount Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except (i) when required by the 1940 Act, Shares shall be voted by individual Series or ClassSeries; and (ii) when the matter affects involves the termination of a Series or any other action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series or Classes, shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only holders the interests of Shares of the one or more affected Series Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy 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 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 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 are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings Meeting of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers, Meetings, Notice and Record Dates. The Shareholders shall have power to vote only (i) for the election or removal of Trustees Directors as and to the extent and as provided in Article IV, Section 21, and (ii) with respect to such additional matters relating to the Trust Company as may be required by applicable lawthe 1940 Act, Section 4 of Article VIII of this Declaration Agreement, Section 2 of Trust, Article X or Article XIII of the By-Laws or any registration of the Trust with the Commission (or any successor agency) or as the Trustees Directors may consider necessary or desirable. Each Shareholder As determined by the Directors without the vote or consent of Shareholders (except as required by the 1940 Act), on any matter submitted to a vote of Shareholders, either (i) each whole Share shall be entitled to one vote for 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 (determined as of the applicable record date) of each Share owned by such Shareholder Net Asset Value (number of Shares owned times net asset value Net Asset Value per Shareshare of the Company, if no Series shall have been established or of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shareholder is Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Directors in any way to designate otherwise in accordance with the preceding sentence, the Directors hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of TrustAgreement, on any matter submitted to a vote of the Shareholders, all Shares of the Trust Company 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 ClassSeries; and (ii) when the matter affects involves any action that the Directors have determined will affect only the interests of any one or more Series, then only Shareholders of such Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Directors have determined will affect only the interests of one or more Series or Classes, then only holders the Shareholders of Shares of the one or more affected Series such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of TrusteesDirectors. Shares may be voted in person or by proxy. A proxy 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 contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees the Directors of the Trust Company is submitted to a vote of the Shareholders of the Company or any one or more Series or Classes thereof or of the Trustthereof, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees the Directors of the TrustCompany, then, solely with respect to such proposal, proxy contest or proxy solicitation, Shares may be voted only in person or by written proxy at a meeting. Until Shares are issued, the Trustees Directors may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust Agreement or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.