Common use of Voting Powers Clause in Contracts

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws to be taken by Shareholders as to such series or class.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 28 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 6Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 44 of the Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article IX, Section 87 of the Declaration of Trust, (vi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. On any matter submitted to Except as otherwise provided in the Declaration of Trust or in respect of the terms of a vote class of Shareholderspreferred shares of beneficial interest of the Trust as reflected in these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to classes or series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonShares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder's name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any a particular class or series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the these Bylaws to be taken by Shareholders as to such series class or classseries.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 28 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 6Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 44 of the Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article IX, Section 87 of the Declaration of Trust, (vi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. On any matter submitted to Except as otherwise provided in the Declaration of Trust or in respect of the terms of a vote class of Shareholderspreferred shares of beneficial interest of the Trust as reflected in these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to classes or series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonShares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any a particular class or series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the these Bylaws to be taken by Shareholders as to such series class or classseries.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IXVIII, Section 8, (iii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or Class to the extent and as provided in Article VIII, Section 4, and (viv) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until At any time when no Shares of any series a Series or class Class are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series or Class with respect to matters affecting that Series or Class and may with respect to that Series or Class take any action required by law, this Declaration of Trust or the Bylaws By-Laws to be taken by Shareholders as to such series or classthe Shareholders.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IXVIII, Section 8, (iii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until At any time when no Shares of any series a Series or class are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the Bylaws By-Laws to be taken by the Shareholders as to such series or classthereof.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IXVIII, Section 8, (iii) to the extent provided in Article III, Section 9 as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 6 and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each The number of votes that each whole or fractional Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided specified in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonBy-Laws. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until At any time when no Shares of any series a Series or class are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the Bylaws By-Laws to be taken by the Shareholders as to such series or classthereof.

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

Voting Powers. Section 1. Subject to the voting powers provisions of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsArticle III, Section 6(d), the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for to the removal same extent as the stockholders of Trustees a Massachusetts business corporation as provided in Article IVto whether or not a court action, Section 2proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any the termination of this the Trust or any Series to the extent and as provided in Article IXVIII, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (viiv) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share A Shareholder of each Series shall be entitled to one vote as to for each dollar of net asset value per Share of such Series, on any matter on which it such Shareholder is entitled to vote and each fractional Share dollar amount shall be entitled to a proportionate fractional vote. On any matter submitted All references in this Declaration of Trust or the Bylaws to a vote of, or the holders of, a percentage of Shareholders, all Shares shall mean a vote of or the holders of that percentage of total votes representing dollars of net asset value of a Series or of the Trust then entitled to vote shallTrust, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereoncase may be. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until At any time when no Shares of any series or class a Series are issuedoutstanding, the Trustees may exercise all rights of Shareholders and may of that Series with respect to matters affecting that Series, take any action required or permitted by law, this Declaration of Trust or the Bylaws to be taken by Shareholders as to such series or classthe Shareholders.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust and Article 11 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 28 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 6Sections 2 and 3 of the Declaration of Trust and Article 11 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 44 of the Declaration of Trust and Article 11 hereto (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article IX, Section 87 of the Declaration of Trust and Article 11 hereto, (vi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. On any matter submitted to Except as otherwise provided in the Declaration of Trust or in respect of the terms of a vote class of Shareholderspreferred shares of beneficial interest of the Trust as reflected in these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to classes or series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonShares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder's name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any a particular class or series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the these Bylaws to be taken by Shareholders as to such series class or classseries.

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

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

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, (iii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or Class to the extent and as provided in Article IX, Section 4, and (viv) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until At any time when no Shares of any series a Series or class Class are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series or Class with respect to matters affecting that Series or Class and may with respect to that Series or Class take any action required by law, this Declaration of Trust or the Bylaws to be taken by the Shareholders as to such series or classthereof.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, of this Declaration of Trust; provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) for the removal of Trustees as provided in Article IV, Section 26, (iii) with respect to any Manager as provided in Article IV, Section 65, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, (v) with respect to the termination of the Trust or a series of Shares as provided in Article IX, Section 5, and (vi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the Bylaws By-Laws of the Trust or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote (except that in the election of Trustees said vote may be cast for as many persons as there are Trustees to be elected), and each fractional Share shall be entitled to a proportionate fractional vote. On Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to series or classes of sharesShares, except (1i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, differently Shares shall be voted by individual series or class; class and (2ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes, classes then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Whenever no Shares of any series or class are issuedissued and outstanding, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any By-Laws of the Bylaws Trust to be taken by Shareholders as to such series or classShareholders.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IV, Section 1, 2 of this Article; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 5(d); (iiic) with respect to any Manager investment advisory or management contract as provided in Article IVIII, Section 6, 2; (ivd) with respect to any termination of this the Trust to the extent and as provided in Article IX, Section 4, ; (ve) with respect to any the amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, ; and (vif) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of TrustDeclaration, or the Bylaws By-laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or Class, except (a) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (b) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote thereon. As determined by the Trustees without the vote or consent of shareholders, on any matter submitted to a vote of Shareholders either (i) each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote or (ii) each dollar of Net Asset Value (number of Shares owned times Net Asset Value per share of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-laws. The By-laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to By-laws. Meetings of Shareholders shall be taken by Shareholders called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-laws.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for to the removal of Trustees as extent provided in Article IVIII, Section 29 as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any the termination of this the Trust or any Series or class to the extent and as provided in Article IXVIII, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, 4 and (viiv) with respect to such additional matters relating to the Trust as may be required by applicable law, including the 1940 Act, this Declaration of Trust, the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each The number of votes that each whole or fractional Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided specified in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until At any time when no Shares of any series a Series or class are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the Bylaws to be taken by the Shareholders as to such series or classthereof.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 23, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (viv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (viv) with respect to such additional matters relating to the Trust as may be required by applicable law, including the 1940 Act, this Declaration of Trust, the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challenger. Until At any time when no Shares of any a series or class are issuedoutstanding, the Trustees may exercise all rights of Shareholders of that series or class with respect to matters affecting that series or class and may with respect to that series or class take any action required by law, this Declaration of Trust or the Bylaws to be taken by the Shareholders as to such series or classthereof.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 21, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 87, (vi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vivii) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws to be taken by Shareholders as to such series or class.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager Adviser as provided in Article IV, Section 6, (iviii) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (viv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 87, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vi) with respect to such additional matters relating to the Trust as may be required by law, this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to series or classes of shares, class; except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws By-Laws to be taken by Shareholders as to such series or classShareholders.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or rights established with respect to a particular Class in the BylawsBy-laws or the resolutions establishing such Class, the Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IVII, Section 1, 5; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 5; (iiic) with respect any investment advisory or management contract to any Manager as provided in Article IV, Section 6, the extent required by the 1940 Act; (ivd) with respect to any termination the amendment of this Trust Declaration to the extent and as provided in Article IX, Section 4, 10; (vd) with respect to any amendment termination of this Declaration of the Trust to the extent and as provided in Article IX, Section 84, (f) the conversion of the Trust to an open-end investment company to the extent provided in Article IX, Section 5, (g) the reorganization of the Trust to the extent provided in Article IX, Section 6; (h) to approve a transaction subject to Article IX, Section 7, and (vii) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of TrustDeclaration, or the Bylaws By-laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or Class, except (a) as provided with respect to a particular Class in the By-laws or the resolutions establishing such Class, (b) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (c) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote thereon. As determined by the Trustees without the vote or consent of Shareholders and except as provided with respect to a particular Class in the By-laws or the resolutions establishing such Class, on any matter submitted to a vote of Shareholders either (i) each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote or (ii) each dollar of Net Asset Value (number of Shares owned times Net Asset Value per share of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-laws. The By-laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to By-laws. Meetings of Shareholders shall be taken by Shareholders called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-laws.

Voting Powers. Section SECTION 1. Subject to the voting powers of one or more classes or series of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsBy-Laws, the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Section 1 or Section 2, (iiiii) with respect to any Manager Adviser as provided in Article IV, Section 67, (iviii) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v4,(iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 87, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vi) with respect to such additional matters relating to the Trust as may be required by law, this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote, except as otherwise provided in the By-Laws. On Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the BylawsBy-Laws or required by law, be voted in the aggregate as a single class without regard to classes or series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonShares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any a particular class or series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws By-Laws to be taken by Shareholders as to such series class or class.series. VOTING POWER AND MEETINGS

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust and Article 11 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 28 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 6Sections 2 and 3 of the Declaration of Trust and Article 11 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 44 of the Declaration of Trust and Article 11 hereto (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) and (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article IX, Section 87 of the Declaration of Trust and Article 11 hereto, (vi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. On any matter submitted to a vote Except as otherwise provided in the Declaration of ShareholdersTrust or these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to classes or series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonShares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder's name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any a particular class or series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the these Bylaws to be taken by Shareholders as to such series class or classseries.

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

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or rights established with respect to a particular Class in the BylawsBy-laws or the resolutions establishing such Class, the Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IVII, Section 1, 5; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 5; (iiic) with respect any investment advisory or management contract to any Manager as provided in Article IV, Section 6, the extent required by the 1940 Act; (ivd) with respect to any termination the amendment of this Trust Declaration to the extent and as provided in Article IX, Section 4, 10; (vd) with respect to any amendment termination of this Declaration of the Trust to the extent and as provided in Article IX, Section 84, (f) the conversion of the Trust to an open-end investment company to the extent provided in Article IX, Section 5, (g) the reorganization of the Trust to the extent provided in Article IX, Section 6; (h) to approve a transaction subject to Article IX, Section 7, and (vii) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of TrustDeclaration, or the Bylaws By-laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or Class, except (a) as provided with respect to a particular Class in the By-laws or the resolutions establishing such Class, (b) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (c) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote thereon. As determined by the Trustees without the vote or consent of Shareholders and except as provided with respect to a particular Class in the By-laws or the resolutions establishing such Class, on any matter submitted to a vote of Shareholders either (i) each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote or (ii) each dollar of Net Asset Value (number of Shares owned times Net Asset Value per share of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-laws. The By-laws may provide that Shares may be valid if executed voted and/or proxies may be given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if (a) a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or (b) if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on officers or Trustees, then Shares may be voted only in person or by written proxy unless the challengerTrustees determine to allow Shares to be voted in any such circumstance by any electronic or telecommunications device and/or proxies to be given by any electronic or telecommunications device or Shares to be voted or proxies to be given in any other manner as provided in the By-laws. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to By-laws. Meetings of Shareholders shall be taken by Shareholders called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-laws.

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

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

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

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 21, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 87, (vi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vivii) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws to be taken by Shareholders as to such series or class.

Voting Powers. Section 1. Subject to the voting powers provisions of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsArticle III, the Section 7(d), Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, and (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws By-Laws, the 1940 Act or any registration statement of the Trust filed with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote as to any matter on which it is entitled to vote. On any matter submitted to a vote of Shareholders, all Shares of To the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by extent that the 1940 Act or when Delaware law is amended by rule, regulation, order, or no-action letter to eliminate or limit Shareholders' right to vote on any specific matter, the Shareholders' right to vote shall be deemed to be amended, modified or interpreted in accordance therewith without further approval by the Trustees shall have determined that or the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of TrusteesShareholders. Shares may be voted in person or by proxyproxy or by any manner authorized by the Trustees. Unless the Trustees declare otherwise, proxies may be given by any electronic or telecommunications device, including telefax, telephone or through the Internet or any other means permissible under the Delaware Act, but if a proposal by anyone other than the officers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees, Shares may be voted only in person or by written proxy unless the Trustees specifically authorize other permissible methods of transmission. Until Shares of a Series are issued, the Trustees may exercise all of the rights of the Shareholders of such Series with respect to the Trust or such particular Series required or permitted by law or this Declaration of Trust and the By-Laws to be taken by Shareholders. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws to be taken by Shareholders as to such series or class.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 21, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 87, (vi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vivii) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws to be taken by Shareholders as to such series or class.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IVII, Section 1, 2; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 4(d); (iiic) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust investment advisory or management contract to the extent and as provided in Article IXVII, Section 4, 1; (vd) with respect to any the amendment of this Declaration of Trust to the extent and as provided in Article IXX, Section 8, ; and (vie) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of Trust, or the Bylaws By-laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary desirable. On any matter submitted to a vote of the Shareholders, all Shares of all Series or desirableClasses shall be voted together in the aggregate and not by individual Series or Classes, except (a) when required by the 1940 Act to be voted by individual Series or Classes, or (b) when the Trustees have determined that the matter affects only the interests of Shareholders of one or more Series or Classes, or as deemed appropriate in their discretion. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote vote, and each fractional Share share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-laws. The By-laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to be taken by Shareholders as to such series or classBy-laws.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 28 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 6Sections 2 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 44 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) and (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article IX, Section 87 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (vi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. On any matter submitted to a vote Except as otherwise provided in the Declaration of ShareholdersTrust or these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to classes or series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonShares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any a particular class or series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the these Bylaws to be taken by Shareholders as to such series class or series. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued and outstanding, including, without limitation, the APS and the VMTP Shares, shall be treated as a single class.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IVIII, Section 13.01 and 3.02 hereof, (ii) for the removal of Trustees as provided in Article IVIII, Section 23.03(d) hereof, (iii) with respect to any Manager investment advisory or management contract as provided in Article IVVI, Section 6, (iv) with respect to any termination of this Trust to the extent Sections 6.01 and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 86.07 hereof, and (viiv) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of TrustTrust Instrument, or the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. On any matter submitted to a vote of the Shareholders, all Shares shall be voted separately by individual Series, except: (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; and (ii) when the Trustees have determined that the matter affects the interests of more than one Series, then the Shareholders of all such affected Series shall be entitled to vote thereon. The Trustees also may determine that a matter affects only the interests of one (1) or more classes of a Series, in which case any such matter shall be voted on by such class or classes. Each whole Share share shall be entitled to one (1) vote as to any matter on which it is entitled to vote vote, and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxyproxy or in any manner provided for in the By-Laws. A proxy with respect to Shares held may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by any electronic or telecommunications device or in any other manner. Notwithstanding anything else herein or in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise andBy-Laws, in the case of event a challenge proposal by any person anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or of the Trust, or in the burden event of proving invalidity shall rest on any proxy contest or proxy solicitation or proposal in opposition to any proposal by the challengerofficers or Trustees of the Trust, Shares may be voted only in person or by written proxy. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Declaration Trust Instrument or any of the By-Laws of the Trust or the Bylaws to be taken by Shareholders Shareholders. Meetings of shareholders shall be called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-Laws.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager Adviser as provided in Article IV, Section 6, (iviii) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (viv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 87, and (viv) with respect to such additional matters relating to the Trust as may be required by law, this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or 10 any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share (or fractional share) outstanding on the record date established in accordance with the By-Laws shall be entitled to one vote as to a number of votes on any matter on which it is entitled to vote and each equal to the net asset value of the share (or fractional Share shall share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would be entitled to a proportionate fractional vote10.5 votes). On Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to series or classes of shares, except class except: (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. The placing of a shareholder's name on a proxy pursuant to telephone or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such shareholder shall constitute execution of such proxy by or on behalf of such shareholder in writing. At all meetings of Shareholders, unless inspectors of election have been appointed, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Unless otherwise specified in the proxy, the proxy shall apply to all Shares of each series of the Trust owned by the Shareholder. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws By-Laws to be taken by Shareholders as to such series or classShareholders.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 21, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 87, (vi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vivii) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On vote on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws to be taken by Shareholders as to such series or class.

Voting Powers. Section 1. Subject to the voting powers provisions of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsArticle III, the Section 7(d), Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, and (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws By-Laws or any registration statement of the Trust filed with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. The By-Laws may provide that proxies may also, or may instead, be given by any electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy at a meeting. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws By-Laws to be taken by Shareholders as to such series or classthe Shareholders.

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

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

Voting Powers. Section 1. Subject to the voting powers provisions of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsArticle III, the Section 7(d), Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, and (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws By-Laws, the 1940 Act or any registration statement of the Trust filed with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote as to any matter on which it is entitled to vote. On any matter submitted to a vote of Shareholders, all Shares of To the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by extent that the 1940 Act or when Delaware law is amended by rule, regulation, order, or no-action letter to eliminate or limit Shareholders’ right to vote on any specific matter, the Shareholders’ right to vote shall be deemed to be amended, modified or interpreted in accordance therewith without further approval by the Trustees shall have determined that or the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of TrusteesShareholders. Shares may be voted in person or by proxyproxy or by any manner authorized by the Trustees. Unless the Trustees declare otherwise, proxies may be given by any electronic or telecommunications device, including telefax, telephone or through the Internet or any other means permissible under the Delaware Act, but if a proposal by anyone other than the officers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees, Shares may be voted only in person or by written proxy unless the Trustees specifically authorize other permissible methods of transmission. Until Shares of a Series are issued, the Trustees may exercise all of the rights of the Shareholders of such Series with respect to the Trust or such particular Series required or permitted by law or this Declaration of Trust and the By-Laws to be taken by Shareholders. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws to be taken by Shareholders as to such series or class.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (ia) for the election of Trustees as provided in Article IV, Section 1Sections 4.1 and 4.2 hereof, (iib) for the removal of Trustees as provided in Article IV, Section 24.4(d) hereof, (iiic) with respect to any Manager investment advisory or management contract as provided in Article IVVI, Section 6, (iv) with respect to any termination of this Trust to the extent Sections 6.1 and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 86.5 hereof, and (vid) with respect to such additional matters relating to the Trust as may be required by law, this Declaration of TrustAgreement, or the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateBylaws, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to series or classes of sharesseparately by individual Series, except (1a) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyAct, Shares shall be voted in the aggregate and not by individual series or classSeries; and (2b) when the Trustees have determined that the matter affects the interests of more than one Series, then the Shareholders of all such Series shall be entitled to vote thereon. The Trustees may also determine that a matter affects only the interests of one or more series Classes of a Series, in which case any such matter shall be voted on by such Class or classes, only Shareholders Classes. A Shareholder of such series or classes each Series shall be entitled to one vote thereonfor each dollar of Net Asset Value (number of Shares owned times Net Asset Value per share) of such Series on any matter on which such Shareholder is entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxyproxy or in any manner provided for in the Bylaws. A proxy with respect to Shares held may be given in writing. The Bylaws may provide that proxies may also, or may instead, be given by any electronic or telecommunications device or in any other manner. Notwithstanding anything else herein or in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise andBylaws, in the case of event a challenge proposal by any person anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes or of the Trust, or in the burden event of proving invalidity shall rest on any proxy contest or proxy solicitation or proposal in opposition to any proposal by the challengerofficers or Trustees of the Trust, Shares may be voted only in person or by written proxy. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Declaration Agreement or any of Trust or the Bylaws of the Trust to be taken by Shareholders as to such series or classShareholders.

Voting Powers. Section 1. Subject to the voting powers provisions of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsShares, the Shareholders shall have power to vote only only: (ia) for the election or removal of Trustees as provided in Article IV, Section 1, ; (ii) for the removal of Trustees as provided in Article IV, Section 2, (iiib) with respect to any Manager investment advisor or manager as provided in Article IV, Section 6, ; (ivc) with respect to any termination or reorganization of this the Trust or any series or class thereof to the extent and as provided in Article IX, Section 4, 1; (vd) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, 4; and (vie) with respect to such additional matters relating to the Trust as may be required by law, the 1940 Act, this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On Notwithstanding any other provision of the Declaration of Trust, on any matter submitted to a vote of Shareholders, Shareholders all Shares of the Trust then entitled to vote shall, except as to the extent otherwise provided in required or permitted by the Bylawspreferences and special or relative rights or privileges of any class of Shares, be voted by individual series and not in the aggregate as a single class without regard to series or classes of sharesby class, except (1a) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyAct, Shares shall be voted in the aggregate and not by individual series or classseries; and (2b) when the Trustees have determined that the matter affects only the interests of one or more series or classes, then only Shareholders of such series or classes class shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to the exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws By-Laws to be taken by Shareholders as to of such series or class.. Shareholder Meetings

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

Voting Powers. Section 1. Subject to the voting powers Notwithstanding any other provision of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsBy-laws, the Shareholders shall have power to vote only only: (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws or any registration applicable provisions of the Trust with the Securities 1940 Act or other applicable law; and Exchange Commission (or any successor agencyii) or any state, or as the Trustees may otherwise consider necessary or desirabledesirable in their sole discretion. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On Notwithstanding any matter other provision of the Declaration of Trust, on any matters submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to series or classes of sharesaggregate, except except: (1i) when required by applicable provisions of the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyAct, Shares shall be voted by individual series or classClass; and (2ii) when the matter involves any action that the Trustees have determined will affect only the interests of one Class, then only the Shareholders of such Class shall be entitled to vote thereon; and (iii) when the matter involves any action that the matter affects Trustees have determined will affect only the interests of one or more series or classesClasses, then only the Shareholders of such series or classes Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held or in any manner provided for in the name of two By-laws, which may provide that a proxy may be given in writing or more persons shall be valid if executed by electronic, telephonic or other alternative means, or in any one of them unless at or prior to exercise of other manner deemed acceptable by the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challengerTrustees. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws By-laws to be taken by Shareholders as to such series or classShareholders.

Voting Powers. Section 1. Subject to the voting powers Notwithstanding any other provision of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsBy-laws, the Shareholders shall have power to vote only only: (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (vi) with respect to such additional matters relating to the Trust Fund as may be required by this Declaration of Trust, the Bylaws or any registration applicable provisions of the Trust with the Securities 1940 Act or other applicable law; and Exchange Commission (or any successor agencyii) or any state, or as the Trustees may otherwise consider necessary or desirabledesirable in their sole discretion. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On Notwithstanding any matter other provision of the Declaration of Trust, on any matters submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to series or classes of sharesaggregate, except except: (1i) when required by applicable provisions of the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyAct, Shares shall be voted by individual series or classClass; and (2ii) when the matter involves any action that the Trustees have determined will affect only the interests of one Class, then only the Shareholders of such Class shall be entitled to vote thereon; and (iii) when the matter involves any action that the matter affects Trustees have determined will affect only the interests of one or more series or classesClasses, then only the Shareholders of such series or classes Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held or in any manner provided for in the name of two By-laws, which may provide that a proxy may be given in writing or more persons shall be valid if executed by electronic, telephonic or other alternative means, or in any one of them unless at or prior to exercise of other manner deemed acceptable by the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challengerTrustees. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws By-laws to be taken by Shareholders as to such series or classShareholders.

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

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust and Article 11 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 28 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 6Sections 2 and 3 of the Declaration of Trust and Article 11 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 44 of the Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article IX, Section 87 of the Declaration of Trust and Articles 11 and 12 hereto, (vi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. On any matter submitted to Except as otherwise provided in the Declaration of Trust or in respect of the terms of a vote class of Shareholderspreferred shares of beneficial interest of the Trust as reflected in these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to classes or series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonShares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder's name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any a particular class or series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the these Bylaws to be taken by Shareholders as to such series class or classseries.

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

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IVwhen that issue is submitted to Shareholders, Section 1, (ii) and for the removal of Trustees as provided in Article IVSection 2.2 hereof, Section 2(ii) with respect to any action on a contract as to which shareholder approval is required by the 1940 Act, (iii) with respect to termination of the Trust or any Manager series or class to the extent and as provided in Article IV, Section 68.2 hereof, (iv) with respect to any termination amendment of this Trust the Declaration to the extent and as provided in Article IX, Section 48.3 hereof, (v) with respect to any amendment merger, reorganization, consolidation or sale of this Declaration of Trust assets to the extent and as provided in Article IXSection 8.4 hereof, Section 8(vi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vivii) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trustthe Declaration, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateother regulator having jurisdiction over the Trust, or as the Trustees may consider necessary or desirable. Each whole Share A Shareholder of each series or class shall be entitled to one vote as to any for each dollar of net asset value (number of Shares owned times net asset value per Share) of such series or class owned by such Shareholder, on each matter on which it such Shareholder is entitled to vote and each fractional Share dollar amount shall be entitled to a proportionate fractional vote, except that the Trustees may, in conjunction with the establishment of any series or class of Shares (but subject to applicable law), establish conditions under which the several series or classes shall have separate or no voting rights. On Shares held in the treasury of the Trust shall not be voted. Except when a larger vote is required by applicable law or by any provision of the Declaration or the By-Laws, if any, Shares entitled to vote and representing a majority of the voting power of the Shares voted on the matter in person or by proxy shall decide any matter and a plurality shall elect a Trustee, provided that where any provision of law or of the Declaration requires that the holders of any series or class shall vote as a series or class, then Shares representing a majority of the voting power of the Shares of that series or class entitled to vote and voted on the matter shall decide that matter insofar as that series or class is concerned. Shares of all series shall be voted in the aggregate on any matter submitted to a vote of Shareholders, all Shares the Shareholders of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series this Declaration or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonapplicable law. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challenger. Until Shares of are issued and during any series or class period when no Shares are issuedoutstanding, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the Bylaws By-Laws to be taken by Shareholders. At any meeting of Shareholders of the Trust or any series or class of the Trust, a shareholder servicing agent may vote any shares as to which such series shareholder servicing agent is the agent of record and which are not otherwise represented in person or classby proxy at the meeting, proportionately in accordance with the votes cast by holders of all shares otherwise represented at the meeting in person or by proxy as to which such shareholder servicing agent is the agent of record. Any shares so voted by a shareholder servicing agent will be deemed represented at the meeting for quorum purposes. The By-Laws may include further provisions for Shareholder votes and meetings and related matters.

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

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IVII, Section 1, 4; (iib) for the removal of Trustees as provided in Article IVII, Section 5(d); (c) any investment advisory or management contract entered into pursuant to Article III, Section 2, unless a shareholder vote is not required pursuant to the provisions of the 1940 Act or any rule, regulation or order of the Commission thereunder; (iiid) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this the Trust to the extent and as provided in Article IX, Section 4, 3; (ve) with respect to any the amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, 7; and (vif) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of TrustDeclaration, or the Bylaws By-laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or Class, except (a) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (b) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote together thereon. As determined by the Trustees without the vote or consent of Shareholders, on any matter submitted to a vote of Shareholders either (i) each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote or (ii) each dollar of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except net asset value (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes number of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders owned times net asset value per Share of such series Series or classes Class, as applicable) shall be entitled to one vote thereonon any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-laws. The By-laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to By-laws. Meetings of Shareholders shall be taken by Shareholders called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-laws.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IV, Section 12 of this Article, (iib) for the removal of Trustees as provided in Article IVII, Section 23(d), (iiic) with respect to any Manager investment advisory contract as provided in Article IVVII, Section 61, (ivd) with respect to any termination of this the Trust to the extent and as provided in Article IXX, Section 44(a), (ve) with respect to any the amendment of this Declaration of Trust Instrument to the extent and as provided in Article IXX, Section 8, and (vif) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of TrustTrust Instrument or the By-laws, the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary desirable. On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or desirableClass, except (a) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (b) when the Trustees determine that the matter affects the interests of more than one Series or Class, the Shareholders of all such Series or Classes shall be entitled to vote thereon. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote vote, and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-laws, which may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise telecommunications device or in any other manner, either in all cases or in certain cases described in the Bylaws or in a resolution of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challengerTrustees. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws permitted to be taken by Shareholders as to such series by law, this Trust Instrument, or classthe By-laws.

Voting Powers. Section 1. Subject to the voting powers provisions of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsShares, the Shareholders shall have power to vote only only: (ia) for the election or removal of Trustees as provided in Article IV, Section 1, ; (ii) for the removal of Trustees as provided in Article IV, Section 2, (iiib) with respect to any Manager investment adviser or manager as provided in Article IV, Section 6, ; (ivc) with respect to any termination or reorganization of this the Trust or any series or class thereof to the extent and as provided in Article IX, Section 4, 1; (vd) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, 4; and (vie) with respect to such additional matters relating to the Trust as may be required by law, the 1940 Act, this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On Notwithstanding any other provision of the Declaration of Trust, on any matter submitted to a vote of Shareholders, Shareholders all Shares of the Trust then entitled to vote shall, except as to the extent otherwise provided in required or permitted by the Bylawspreferences and special or relative rights or privileges of any classes of Shares, be voted by individual series and not in the aggregate as a single class without regard to series or classes of sharesby class, except (1a) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyAct, Shares shall be voted in the aggregate and not by individual series or classseries; and (2b) when the Trustees have determined that the matter affects only the interests of one or more series or classes, then only Shareholders of such series or classes class shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to the exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws By-Laws to be taken by Shareholders as to of such series or class.. Shareholder Meetings

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IXVIII, Section 8, (iii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until At any time when no Shares of any series or class a Series are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series with respect to matters affecting that Series and may with respect to that Series take any action required by law, this Declaration of Trust or the Bylaws By-Laws to be taken by Shareholders as to such series or classthe Shareholders.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IVIII, Section 13.1 hereof, (ii) for the removal of Trustees as provided in Article IVIII, Section 23.2(d) hereof, (iii) with respect to any Manager investment advisory or management contract as provided in Article IVVI, Section 6, (iv) with respect to any termination of this Trust to the extent Sections 6.1 and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 86.7 hereof, and (viiv) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws law or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. On any matter submitted to a vote of the Shareholders, all Shares shall be voted separately by individual Series, except: (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; and (ii) when the Trustees have determined that the matter affects the interests of more than one Series, then the Shareholders of all such affected Series shall be entitled to vote thereon. The Trustees also may determine that a matter affects only the interests of one (1) or more Classes of a Series, in which case any such matter shall be voted on by such Class or Classes. Each whole Share share shall be entitled to one (1) vote as to any matter on which it is entitled to vote vote, and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxyproxy or in any manner provided for in the By-Laws. A proxy with respect to Shares held may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by any electronic or telecommunications device or in any other manner. Notwithstanding anything else herein or in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise andBy-Laws, in the case of event a challenge proposal by any person anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or of the Trust, or in the burden event of proving invalidity shall rest on any proxy contest or proxy solicitation or proposal in opposition to any proposal by the challengerofficers or Trustees of the Trust, Shares may be voted only in person or by written proxy. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Declaration Trust Instrument or any of the By-Laws of the Trust or the Bylaws to be taken by Shareholders Shareholders. Meetings of shareholders shall be called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-Laws.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust and Exhibit 1 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 28 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 6Sections 2 and 3 of the Declaration of Trust and Exhibit 1 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 44 of the Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article IX, Section 87 of the Declaration of Trust and Exhibit 1 hereto, (vi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to by individual series or classes of shares, except (1i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyAct, Shares shall be voted in the aggregate and not by individual series or class; and series, (2ii) when the Trustees have determined that the matter affects only the interests of one or more series or classesclasses of Shares, then only Shareholders of such series or classes of Shares shall be entitled to vote thereon, and (iii) as otherwise provided in the Declaration of Trust, provided in these Bylaws, or required by applicable law. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any a particular class or series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the these Bylaws to be taken by Shareholders as to such class or series. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued and outstanding, including, without limitation, the VMTP Shares, shall be treated as a single class. Nothing in these Bylaws or the Declaration of Trust shall restrict the power of the Trustees to terminate any series or class of Shares by written notice to the Shareholders of such series or class, whether or not such Shareholders have voted (or are proposed to vote) with respect to a merger, reorganization, sale of assets, or similar transaction involving such series or class of Shares.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 11 of the Declaration of Trust, provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) for the removal of Trustees with respect to any Manager or Sub-Adviser as provided in Article IV, Section 26 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 44 of the Declaration of Trust, (viv) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article IX, Section 87 of the Declaration of Trust, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vi) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On The Shareholders of any matter submitted to a vote of Shareholders, all Shares of the Trust then particular series or class shall not be entitled to vote shall, except on any matters as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to which such series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when class is not affected. Except with respect to matters as to which the Trustees have determined that the matter affects only the interests of one or more particular series are affected or as required by law, all of the Shares of each series or classesclass shall, only on matters as to which it is entitled to vote, vote with other series so entitled as a single class. Notwithstanding the foregoing, with respect to matters which would otherwise be voted on by two or more series as a single class, the Trustees may, in their sole discretion, submit such matters to the Shareholders of any or all such series or classes shall be entitled to vote thereonseries, separately. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the these Bylaws to be taken by Shareholders as to such series or classshareholders.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or rights established with respect to a particular Class in the BylawsBy-Laws or the resolutions establishing such Class, the Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IV, Section 1, 2 of this Article; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 5(a); (iiic) with respect any investment advisory or management contract to any Manager as provided in Article IV, Section 6, the extent required by the 1940 Act; (ivd) with respect to any termination the amendment of this Trust Declaration to the extent and as provided in Article IX, Section 4, 9; (ve) with respect the conversion of the Trust to any amendment of this Declaration of Trust an open-end investment company to the extent and as provided in Article IX, Section 84; (f) the reorganization of the Trust to the extent provided in Article IX, Section 5; (g) to approve a transaction subject to Article IX, Section 6, and (vih) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws 1940 Act or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each In the event there are any Outstanding Shares of any Series or Classes, on any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or Class, except (a) as provided with respect to a particular Class in the By-Laws or the resolutions establishing such Class, (b) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (c) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote thereon. As determined by the Trustees without the vote or consent of Shareholders and except as provided with respect to a particular Class in the By-Laws or the resolutions establishing such Class, on any matter submitted to a vote of Shareholders either (i) each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote or (ii) each dollar of net asset value (number of Shares owned times net asset value per Share of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-Laws. The By-Laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to By-Laws. Meetings of Shareholders shall be taken by Shareholders called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-Laws.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 21, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 87, (vi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vivii) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws to be taken by Shareholders as to such series or class.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, of this Declaration of Trust; provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) for the removal of Trustees as provided in Article IV, Section 26, (iii) with respect to any Manager as provided pro-vided in Article IV, Section 65, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, (v) with respect to the termination of the Trust or a series of Shares as provided in Article IX, Section 5, and (vi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the Bylaws By-Laws of the Trust or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote (except that in the election of Trustees said vote may be cast for as many persons as there are Trustees to be elected), and each fractional Share shall be entitled to a proportionate fractional vote. On Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to series or classes of sharesShares, except (1i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, differently Shares shall be voted by individual series or class; class and (2ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes, classes then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Whenever no Shares of any series or class are issuedissued and outstanding, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any By-Laws of the Bylaws Trust to be taken by Shareholders as to such series or classShareholders.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for to the removal of Trustees as extent provided in Article IVIII, Section 29 as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any the termination of this the Trust or any Series or class to the extent and as provided in Article IXVIII, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, 4 and (viiv) with respect to such additional matters relating to the Trust as may be required by applicable law, including the 1940 Act, this Declaration of Trust, the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each The number of votes that each whole or fractional Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided specified in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required . If authorized by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyTrustees, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting cumulatively in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until At any time when no Shares of any series a Series or class are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the Bylaws to be taken by the Shareholders as to such series or classthereof.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 11 of the Declaration of Trust, provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) for the removal of Trustees with respect to any Manager or Sub-Adviser as provided in Article IV, Section 26 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 44 of the Declaration of Trust, (viv) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article IX, Section 87 of the Declaration of Trust, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vi) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Shareholders holding at least 10% of the Trust's Shares shall have the right to call a meeting to elect or remove one or more of the Trustees of the Trust. Removal of one or more Trustees by Shareholder vote may be accomplished without a showing of cause. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On The Shareholders of any matter submitted to a vote of Shareholders, all Shares of the Trust then particular series or class shall not be entitled to vote shall, except on any matters as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to which such series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when class is not affected. Except with respect to matters as to which the Trustees have determined that the matter affects only the interests of one or more particular series are affected or as required by law, all of the Shares of each series or classesclass shall, only on matters as to which it is entitled to vote, vote with other series so entitled as a single class. Notwithstanding the foregoing, with respect to matters which would otherwise be voted on by two or more series as a single class, the Trustees may, in their sole discretion, submit such matters to the Shareholders of any or all such series or classes shall be entitled to vote thereonseries, separately. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the these Bylaws to be taken by Shareholders as to such series or classshareholders.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only only: (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust and to the extent and as provided in Article IX, Section 4, 4.1; (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (viii) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws 1940 Act or any registration of the Trust with the Securities other applicable law; and Exchange Commission (or any successor agencyiii) or any state, or as the Trustees may otherwise consider necessary or desirableadvisable in their sole discretion. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On Notwithstanding any matter other provision of the Declaration of Trust, on any matters submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to series or classes of sharesaggregate, except except: (1i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyAct, Shares shall be voted by individual series Series or classClass; and (2ii) when the matter involves any action that the Trustees have determined that the matter affects will affect only the interests of one or more series or classesSeries, then only the Shareholders of such series 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 classes more Classes, then only the Shareholders of such Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held or in any manner provided for in the name of two By‑laws, which may provide that a proxy may be given in writing or more persons shall be valid if executed by electronic, telephonic or other alternatives means, or in any one of them unless at or prior to exercise of other manner deemed acceptable by the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challengerTrustees. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws By-laws to be taken by Shareholders as to such series or classShareholders.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, of this Declaration of Trust; provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) for the removal of Trustees as provided in Article IV, Section 26, (iii) with respect to any Manager as provided pro- vided in Article IV, Section 65, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, (v) with respect to the termination of the Trust or a series of Shares as provided in Article IX, Section 5, and (vi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the Bylaws By-Laws of the Trust or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote (except that in the election of Trustees said vote may be cast for as many persons as there are Trustees to be elected), and each fractional Share shall be entitled to a proportionate fractional vote. On Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to series or classes of sharesShares, except (1i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, differently Shares shall be voted by individual series or class; class and (2ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes, classes then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Whenever no Shares of any series or class are issuedissued and outstanding, the Trustees may exercise with respect to such series or class all rights of Shareholders Share- holders and may take any action required by law, this Declaration of Trust or any By-Laws of the Bylaws Trust to be taken by Shareholders as to such series or classShareholders.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or rights established with respect to a particular Class in the BylawsBy-Laws or the resolutions establishing such Class, the Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IV, Section 1, 2 of this Article; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 5(a); (iiic) with respect any investment advisory or management contract to any Manager as provided in Article IV, Section 6, the extent required by the 1940 Act; (ivd) with respect to any termination the amendment of this Trust Declaration to the extent and as provided in Article IX, Section 4, 11; (ve) with respect the conversion of the Trust to any amendment of this Declaration of Trust an open-end investment company to the extent and as provided in Article IX, Section 6; (f) the reorganization of the Trust to the extent provided in Article IX, Section 7; (g) to approve a transaction subject to Article IX, Section 8, ; and (vih) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws 1940 Act or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or Class, except (a) as provided with respect to a particular Class in the By-Laws or the resolutions establishing such Class, (b) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (c) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote thereon. As determined by the Trustees without the vote or consent of shareholders and except as provided with respect to a particular Class in the By-Laws or the resolutions establishing such Class, on any matter submitted to a vote of Shareholders either (i) each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote or (ii) each dollar of net asset value (number of Shares owned times net asset value per share of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-Laws. The By-Laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to By-Laws. Meetings of Shareholders shall be taken by Shareholders called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-Laws.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Section 2 of Article IV, IV hereof and the removal of Trustees to the extent provided in Section 116(c) of the 1940 Act, (ii) for with respect to approval or termination in accordance with the removal 1940 Act of Trustees as provided any investment advisory, management or underwriting agreement described in Article IV, Section 2IV hereof, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination amendment of this Trust Agreement to the extent and as provided in Section 7 of Article IX, Section 4IX hereof, (viv) with respect as to any amendment whether or not a court action, proceeding or claim should be brought or maintained derivatively or as a class action on behalf of this Declaration of the Trust to the extent and as provided in Article IX, Section 8, or its Shareholders: and (viv) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, Trust Agreement or the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateBy-Laws, or as to which the Trustees may consider necessary in their discretion shall determine such Shareholder vote to be required by law or desirableotherwise to be necessary, appropriate or advisable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class until shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration Trust Agreement or any By-Laws of the Trust or the Bylaws to be taken by Shareholders as to such series or classShareholders.

Voting Powers. Section 1. Subject to the voting powers provisions of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsShares, the Shareholders shall have power to vote only only: (ia) for the election or removal of Trustees as provided in Article IV, Section 1, ; (ii) for the removal of Trustees as provided in Article IV, Section 2, (iiib) with respect to any Manager investment adviser or manager as provided in Article IV, Section 6, ; (ivc) with respect to any termination or reorganization of this the Trust or any series or class thereof to the extent and as provided in Article IX, Section 4, 1; (vd) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, 4; and (vie) with respect to such additional matters relating to the Trust as may be required by law, the 1940 Act, this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirabledesix- able. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On Notwith- standing any other provision of the Declaration of Trust, on any matter submitted to a vote of Shareholders, Shareholders all Shares of the Trust then entitled to vote shall, except as to the extent otherwise provided in required or permitted by the Bylawspreferences and special or relative rights or privileges of any classes of Shares, be voted by individual series and not in the aggregate as a single class without regard to series or classes of sharesby class, except (1a) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyAct, Shares shall be voted in the aggregate and not by individual series or classseries; and (2b) when the Trustees have determined that the matter affects only the interests of one or more series or classes, then only Shareholders of such series or classes class shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to the exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws By-Laws to be taken by Shareholders as to of such series or class.. Shareholder Meetings

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (ia) for the election of Trustees as provided in Article IV, Section 1, (ii) for the and removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IXARTICLE VI, Section 4Sections 3 and 4 hereof, respectively; (vb) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, ARTICLES VIII and IX hereof; (vic) with respect to such additional matters relating to the this Trust or any Series or Class as may be required by this Declaration of Trust, the Bylaws 1940 Act or any registration of the this Trust or any Series or Class with the Securities and Exchange Commission (or any successor agency) or any state, or State; and (d) with respect to such additional matters as the Trustees may consider necessary deem appropriate; provided, however, that in no event shall holders of Shares of a Series or desirableClass be entitled to vote such Shares with respect to any matter that does not affect any interest of such Series or Class, as the case may be, unless otherwise required by the 1940 Act. Each whole Share shall be entitled to carry one vote as to any matter on which it is entitled to vote be voted, and each fractional Share shall be entitled to carry a proportionate fractional vote. On any matter submitted In the case of (a) the election or removal of Trustees and (b) an amendment to a vote the provisions of ShareholdersARTICLE VIII hereof, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when and where required by the 1940 Act or when by any registration of this Trust with the Commission (or any successor agency) or any State, all Shares entitled to be voted shall be voted in the aggregate without differentiation among the separate Series or Classes. In all other cases, (a) where Rule 18f-3 under the 1940 Act does not apply in connection with the matter to be voted on and such matter does not involve an amendment to this Declaration of Trust that would adversely affect to a material degree the rights, powers, privileges, preferences or duties of Shares of a particular Class in a manner different from the Shares of any other Class within the same Series, all Shares entitled to be voted with respect to the matter shall be voted separately by individual Series and (b) where Rule 18f-3 under the 1940 Act applies in connection with the matter to be voted on, or where such matter involves an amendment to this Declaration of Trust that would adversely affect to a material degree the rights, powers, privileges, preferences or duties of Shares of a particular Class in a manner different from the Shares of any other Class within the same Series, all Shares entitled to be voted with respect to the matter shall be voted separately by individual Class; provided, however, that the Trustees shall have determined that in their sole discretion may determine that, in situations where the matter affects Shares of more than one Series (or more series or classes of Shares materially differentlyClass) are entitled to be voted with respect to a matter, such Shares shall be voted by individual series or class; as a single class with respect to such matter if and (2) when to the Trustees have determined that extent permitted under the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon1940 Act. There shall be no cumulative voting in the election of TrusteesTrustees or for any other purpose. Shares may be voted in person or by written proxy or in any manner provided for in the By-Laws; provided, however, that in the event a proposal by anyone other than the Trustees or the officers of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the Trustees or the officers of the Trust, Shares may be voted only in person or by written proxy. A proxy with respect to Shares held in the name of two or more persons Persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise andexercise, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders hereunder that pertain to Shares and may take any action required or permitted by law, this Declaration of Trust or any of the Bylaws By-Laws of the Trust to be taken by Shareholders as (including, without limitation, the right to such series or classamend this Declaration of Trust and the By-Laws).

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Section 21 of this Declaration of Trust, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (vii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 88 of this Declaration of Trust, (iii) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of this Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust if the Trustees exercise their right to terminate the Trust pursuant to Article IX, Section 4 of this Declaration of Trust), and (viiv) with respect to such additional matters relating to the Trust as may be required by law, this Declaration of Trust, or the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateBylaws, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of sharesShares, except that (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; class and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of the Trust are issued, the Trustees may exercise all rights of Shareholders and may take any action permitted or required of the Shareholders by law, this Declaration of Trust, the Bylaws, or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders of that series or class, respectively, and may take any action permitted or required of the Shareholders of that series or class by law, this Declaration of Trust or the Bylaws to be taken by Shareholders as to such series Bylaws, or class.any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state. Meetings

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for ------------- the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust and Article 11 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 28 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 6Sections 2 and 3 of the Declaration of Trust and Article 11 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 44 of the Declaration of Trust and Article 11 hereto (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) and (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article IX, Section 87 of the Declaration of Trust and Article 11 hereto, (vi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. On any matter submitted to a vote Except as otherwise provided in the Declaration of ShareholdersTrust or these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to classes or series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereonShares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder's name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any a particular class or series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this the Declaration of Trust or the these Bylaws to be taken by Shareholders as to such series class or classseries.

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

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IVIII, Section 13.1 hereof, (ii) for the removal of Trustees as provided in Article IVIII, Section 23.3(d) hereof, (iii) with respect to any Manager investment advisory or management contract as provided in Article IVVI, Section 6, (iv) with respect to any termination of this Trust to the extent Sections 6.1 and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 86.7 hereof, and (viiv) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws law or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. On any matter submitted to a vote of the Shareholders, all Shares shall be voted separately by individual Series, except: (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; and (ii) when the Trustees have determined that the matter affects the interests of more than one Series, then the Shareholders of all such affected Series shall be entitled to vote thereon. The Trustees also may determine that a matter affects only the interests of one (1) or more Classes of a Series, in which case any such matter shall be voted on by such Class or Classes. Each whole Share share shall be entitled to one (1) vote as to any matter on which it is entitled to vote vote, and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxyproxy or in any manner provided for in the By-Laws. A proxy with respect to Shares held may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by any electronic or telecommunications device or in any other manner. Notwithstanding anything else herein or in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise andBy-Laws, in the case of event a challenge proposal by any person anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or of the Trust, or in the burden event of proving invalidity shall rest on any proxy contest or proxy solicitation or proposal in opposition to any proposal by the challengerofficers or Trustees of the Trust, Shares may be voted only in person or by written proxy. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Declaration Trust Instrument or any of the By-Laws of the Trust or the Bylaws to be taken by Shareholders Shareholders. Meetings of shareholders shall be called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-Laws.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or rights established with respect to a particular Class in the BylawsBy-Laws or the resolutions establishing such Class, the Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IV, Section 1, 2 of this Article; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 5(a); (iiic) with respect any investment advisory or management contract to any Manager as provided in Article IV, Section 6, the extent required by the 1940 Act; (ivd) with respect to any termination the amendment of this Trust Declaration to the extent and as provided in Article IX, Section 4, 10; (ve) with respect to any amendment of this Declaration of Trust the Limited Term Provision (as defined below) to the extent and as provided in Article IX, Section 84; (f) the conversion of the Trust to an open-end investment company to the extent provided in Article IX, Section 5; (g) the reorganization of the Trust to the extent provided in Article IX, Section 6; (h) to approve a transaction subject to Article IX, Section 7, and (vii) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws 1940 Act or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or Class, except (a) as provided with respect to a particular Class in the By-Laws or the resolutions establishing such Class, (b) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (c) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote thereon. As determined by the Trustees without the vote or consent of shareholders and except as provided with respect to a particular Class in the By-Laws or the resolutions establishing such Class, on any matter submitted to a vote of Shareholders either (i) each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote or (ii) each dollar of net asset value (number of Shares owned times net asset value per share of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-Laws. The By-Laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to By-Laws. Meetings of Shareholders shall be taken by Shareholders called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-Laws.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (viv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (viv) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challenger. Until At any time when no Shares of any a series or class are issuedoutstanding, the Trustees may exercise all rights of Shareholders of that series or class with respect to matters affecting that series or class and may with respect to that series or class take any action required by law, this Declaration of Trust or the Bylaws to be taken by the Shareholders as to such series or classthereof.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only only: (ia) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Section 2, l; (iiib) with respect to any Manager investment advisor or manager as provided in Article IV, Section 6, ; (ivc) with respect to any termination or reorganization of this the Trust or any series thereof to the extent and as provided in Article IX, Section 4, l; (vd) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 84; (e) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders; and (vif) with respect to such additional matters relating to the Trust as may be required by law, the 1940 Act, this Declaration of Trust, the Bylaws By-Laws, or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) ), or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote vote, and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided shall be voted by individual series and classes thereof and not in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of sharesaggregate, except (1a) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyAct, Shares shall be voted in the aggregate and not by individual series or classclasses thereof; and (2b) when the Trustees have determined that the matter affects only the interests of one or more series or classes, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to the exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust Trust, or by the Bylaws By-Laws to be taken by Shareholders as to such series or classShareholders.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IV, Section 1, the 1940 Act; (iib) for the removal of Trustees as provided in Article IVII, Section 5(d); (c) any investment advisory or management contract entered into pursuant to Article III, Section 2, unless a shareholder vote is not required pursuant to the provisions of the 1940 Act; (iiid) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this the Trust to the extent and as provided in Article IX, Section 4, 3; (ve) with respect to any the amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, 7; and (vif) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of TrustDeclaration, or the Bylaws By-laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or Class, except (a) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (b) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional votetogether thereon. On any matter submitted to a vote of Shareholders, all Shares each dollar of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except Net Asset Value (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes number of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders owned times Net Asset Value per Share of such series Series or classes Class, as applicable) shall be entitled to one vote thereonand each fractional dollar amount shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-laws. The By-laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to By-laws. Meetings of Shareholders shall be taken by Shareholders called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-laws.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only ------------ ------------- (i) for the election of Trustees as provided in Article IVIII, Section 13.01 and 3.02 hereof, (ii) for the removal of Trustees as provided in Article IVIII, Section 23.03(d) hereof, (iii) with respect to any Manager investment advisory or management contract as provided in Article IVVI, Section 6, (iv) with respect to any termination of this Trust to the extent Sections 6.01 and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 86.07 hereof, and (viiv) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of TrustTrust Instrument, or the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. On any matter submitted to a vote of the Shareholders, all Shares shall be voted separately by individual Series, except: (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; and (ii) when the Trustees have determined that the matter affects the interests of more than one Series, then the Shareholders of all such affected Series shall be entitled to vote thereon. The Trustees also may determine that a matter affects only the interests of one (1) or more classes of a Series, in which case any such matter shall be voted on by such class or classes. Each whole Share share shall be entitled to one (1) vote as to any matter on which it is entitled to vote vote, and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxyproxy or in any manner provided for in the By-Laws. A proxy with respect to Shares held may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by any electronic or telecommunications device or in any other manner. Notwithstanding anything else herein or in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise andBy-Laws, in the case of event a challenge proposal by any person anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or of the Trust, or in the burden event of proving invalidity shall rest on any proxy contest or proxy solicitation or proposal in opposition to any proposal by the challengerofficers or Trustees of the Trust, Shares may be voted only in person or by written proxy. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Declaration Trust Instrument or any of the By-Laws of the Trust or the Bylaws to be taken by Shareholders Shareholders. Meetings of shareholders shall be called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-Laws.

Voting Powers. Section 1. Subject to the voting powers Notwithstanding any other provision of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsBy-laws, the Shareholders shall have power to vote only only: (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (vi) with respect to such additional matters relating to the Trust Fund as may be required by this Declaration of Trust, the Bylaws or any registration applicable provisions of the Trust with the Securities 1940 Act or other applicable law; and Exchange Commission (or any successor agencyii) or any state, or as the Trustees may otherwise consider necessary or desirableadvisable in their sole discretion. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On Notwithstanding any matter other provision of the Declaration of Trust, on any matters submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to series or classes of sharesaggregate, except except: (1i) when required by applicable provisions of the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyAct, Shares shall be voted by individual series or classClass; and (2ii) when the matter involves any action that the Trustees have determined will affect only the interests of one Class, then only the Shareholders of such Class shall be entitled to vote thereon; and (iii) when the matter involves any action that the matter affects Trustees have determined will affect only the interests of one or more series or classesClasses, then only the Shareholders of such series or classes Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held or in any manner provided for in the name of two By-laws, which may provide that a proxy may be given in writing or more persons shall be valid if executed by electronic, telephonic or other alternatives means, or in any one of them unless at or prior to exercise of other manner deemed acceptable by the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challengerTrustees. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws By-laws to be taken by Shareholders as to such series or classShareholders.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IVIII, Section 13.01 and 3.02 hereof, (ii) for the removal of Trustees as provided in Article IVIII, Section 23.03(d) hereof, (iii) with respect to any Manager investment advisory or management contract as provided in Article IVVI, Section 6, (iv) with respect to any termination of this Trust to the extent Sections 6.01 and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 86.07 hereof, and (viiv) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of TrustTrust Instrument, or the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. On any matter submitted to a vote of the Shareholders, all Shares shall be voted separately by individual Series, except: (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; and (ii) when the Trustees have determined that the matter affects the interests of more than one Series, then the Shareholders of all such affected Series shall be entitled to vote thereon. The Trustees also may determine that a matter affects only the interests of one (1) or more classes of a Series, in which case any such matter shall be voted on by such class or classes. Each whole Share share shall be entitled to one (1) vote as to any matter on which it is entitled to vote vote, and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxyproxy or in any manner provided for in the By-Laws. A proxy with respect to Shares held may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by any electronic or telecommunications device or in any other manner. Notwithstanding anything else herein or in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise andBy-Laws, in the case of event a challenge proposal by any person anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or of the Trust, or in the burden event of proving invalidity shall rest on any proxy contest or proxy solicitation or proposal in opposition to any proposal by the challengerofficers or Trustees of the Trust, Shares may be voted only in person or by written proxy. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Declaration Trust Instrument or any of the By-Laws of the Trust or the Bylaws to be taken by Shareholders. Meetings of Shareholders shall be called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in this Trust Instrument and in the By-Laws.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IVIII, Section 13.1 and 3.2 hereof, (ii) for the removal of Trustees as provided in Article IVIII, Section 23.3(d) hereof, (iii) with respect to any Manager investment advisory or management contract as provided in Article IVVI, Section 6, (iv) with respect to any termination of this Trust to the extent Sections 6.1 and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 86.7 hereof, and (viiv) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of TrustTrust Instrument, or the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. On any matter submitted to a vote of the Shareholders, all Shares shall be voted separately by individual Series, except: (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; and (ii) when the Trustees have determined that the matter affects the interests of more than one Series, then the Shareholders of all such affected Series shall be entitled to vote thereon. The Trustees also may determine that a matter affects only the interests of one (1) or more classes of a Series, in which case any such matter shall be voted on by such class or classes. Each whole Share share shall be entitled to one (1) vote as to any matter on which it is entitled to vote vote, and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxyproxy or in any manner provided for in the By-Laws. A proxy with respect to Shares held may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by any electronic or telecommunications device or in any other manner. Notwithstanding anything else herein or in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise andBy-Laws, in the case of event a challenge proposal by any person anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or of the Trust, or in the burden event of proving invalidity shall rest on any proxy contest or proxy solicitation or proposal in opposition to any proposal by the challengerofficers or Trustees of the Trust, Shares may be voted only in person or by written proxy. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Declaration Trust Instrument or any of the By-Laws of the Trust or the Bylaws to be taken by Shareholders Shareholders. Meetings of shareholders shall be called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-Laws.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (ia) for the election of Trustees as provided in Article IVIII, Section 1Sections 3.01 and 3.02 hereof, (iib) for the removal of Trustees as provided in Article IVIII, Section 23.03(d) hereof, (iiic) with respect to any Manager investment advisory or management contract as provided in Article IVVI, Sections 6.01 and 6.06 hereof, (d) the amendment of this Trust Instrument to the extent provided in Article X, Section 68, (ive) with respect to any termination of this the Trust to the extent and as provided in by Article IXX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (vif) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of TrustTrust Instrument, or the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. On any matter submitted to a vote of the Shareholders, all Shares shall be voted separately by individual Series or class, except: (a) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or class; and (b) when the Trustees have determined that the matter affects the interests of more than one Series or class, then the Shareholders of all such affected Series or class shall be entitled to vote thereon. The Trustees also may determine that a matter affects only the interests of one (1) or more classes of a Series, in which case any such matter shall be voted on by such class or classes. Each whole Share share shall be entitled to one (1) vote as to any matter on which it is entitled to vote vote, and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxyproxy or in any manner provided for in the By-Laws. A proxy with respect to Shares held may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by any electronic or telecommunications device or in any other manner. Notwithstanding anything else herein or in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise andBy-Laws, in the case of event a challenge proposal by any person anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series of the Trust, or in the burden event of proving invalidity shall rest on any proxy contest or proxy solicitation or proposal in opposition to any proposal by the challengerofficers or Trustees of the Trust, Shares may be voted only in person or by written proxy. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Declaration Trust Instrument or any of the By-Laws of the Trust or the Bylaws to be taken by Shareholders. Meetings of Shareholders shall be called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the Trust Instrument and the By-Laws.

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

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only only: (ia) for the election of Trustees as provided in Article IV, Section 1, III.4 hereof; (ii) for the removal of Trustees as provided in Article IV, Section 2, (iiib) with respect to any Manager as provided in Article IV, investment advisory or management contract entered into pursuant to and to the extent required by Section 6, IV.2 hereof; (ivc) with respect to the removal of Trustees pursuant to Section VI.16 hereof; (d) with respect to any termination of this Trust to the extent and Trust, as provided in Article IX, Section 4, IX.1 hereof; (ve) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, IX.2 hereof; and (vif) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, or the Bylaws or any by reason of the registration of the Trust or the Shares with the Securities and Exchange Commission (or any successor agency) state or by any applicable law or any state, regulation or order of the Commission or any state or as the Trustees may consider necessary or desirable. On any matter submitted to a vote of Shareholders, all Shares issued and outstanding shall, subject to applicable law, be voted as a single class in the aggregate and not by series or class, except with respect to (i) any matter determined by the Trustees to affect Shareholders of any particular series or class in a material respect different from the Shareholders of one or more other series or classes; and (ii) such matters as may be otherwise required by this Declaration or by the Bylaws or by reason of the registration of the Trust or its Shares with the Commission or any state or by any applicable law (including the 1940 Act) or any regulation or order of the Commission or any state or as the Trustees may consider necessary or desirable. With respect to such matters, Shareholders of each affected series or class shall have the power to vote as a separate series or class, as determined by the Trustees, and Shareholders that are not so affected shall not be entitled to vote. Each whole Share shall be entitled to one vote as to any matter on which it is Shareholders are entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders (including, without limitation, the right to amend this Declaration) and may take any action required by law, the Bylaws or this Declaration of Trust or the Bylaws to be taken by Shareholders as to such series or classShareholders. The Bylaws may include further provisions for Shareholders’ votes and related matters.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Section 2 of Article IV, IV hereof and the removal of Trustees to the extent provided in Section 116(c) of the 1940 Act, (ii) for with respect to approval or termination in accordance with the removal 1940 Act of Trustees as provided any investment advisory, management or underwriting agreement described in Article IV, Section 2IV hereof, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination amendment of this Trust Agreement to the extent and as provided in Section 7 of Article IX, Section 4IX hereof, (viv) with respect as to any amendment whether or not a court action, proceeding or claim should be brought or maintained derivatively or as a class action on behalf of this Declaration of the Trust to the extent and as provided in Article IX, Section 8or its Shareholders, and (viv) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, Trust Agreement or the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateBy-Laws, or as to which the Trustees may consider necessary in their discretion shall determine such Shareholder vote to be required by law or desirableotherwise to be necessary, appropriate or advisable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration Trust Agreement or any By-Laws of the Trust or the Bylaws to be taken by Shareholders as to such series or classShareholders.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IV, Section 1, 2 of this Article; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 4(d); (iiic) with respect to any Manager investment advisory or management contract as provided in Article IVVII, Section 6, 1; (ivd) with respect to any termination of this the Trust to the extent and as provided in Article IXX, Section 4, ; (ve) with respect to any the amendment of this Declaration of Trust to the extent and as provided in Article IXX, Section 8, ; and (vif) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of Trust, or the Bylaws By-laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary desirable. On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or desirableClass, except (a) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (b) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote thereon. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote vote, and each fractional Share share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-laws. The By-laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to be taken by Shareholders as to such series or classBy-laws.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only with respect to (ia) for the election of Trustees to the extent and as provided in Section 4 of Article IV, Section 1, II; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 5(d); (iiic) with respect any matter required to be approved by Shareholders of the Trust or any Manager as provided in Article IV, Section 6, Series or Class thereof under the 1940 Act; (ivd) with respect to any termination of this the Trust to the extent and as provided in Article IX, Section 4, ; (ve) with respect to any the amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8; (f) the matters referred to in Article IX, Section 12; and (vig) with respect to such additional matters relating to the Trust as may be required by law, this Declaration of TrustDeclaration, or the Bylaws By-laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each On any matter submitted to a vote of the Shareholders, unless the Trustees determine otherwise, all Shares shall be voted in the aggregate and not by individual Series or Class, except (a) when required by the 1940 Act, other applicable law or the attributes applicable to any Series or Class, Shares shall be voted by individual Series or Class, and (b) when the Trustees have determined that the matter affects the interests of only one or more Series or Class, then only the Shareholders of all such Series or Classes shall be entitled to vote thereon. As determined by the Trustees without the vote or consent of Shareholders, on any matter submitted to a vote of Shareholders, either (i) each whole Share shall be entitled to one vote as to such matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote or (ii) each dollar of Net Asset Value (number of Shares owned times Net Asset Value per share of such Series or Class, as applicable) shall be entitled to one vote on such matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-laws. The By-laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws By-laws. Meetings of Shareholders (including meetings involving only the holders of Shares of one or more but less than all Series or Classes) may be called by the Trustees from time to time to be taken by Shareholders held at such place within or without the State of Maryland, and on such date as may be designated in the call thereof for the purpose of taking action upon any matter as to such series which the vote or classauthority of the Shareholders is required or permitted as provided in this Declaration. Special meetings of the Shareholders shall be called by the Trustees upon the written request of Shareholders owning at least a majority of the Shares outstanding and entitled to vote, except to the extent that a lesser percentage is prescribed by the 1940 Act. Notice thereof and record dates therefor shall be given and set as provided in the By-laws.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, of this Declaration of Trust; PROVIDED, HOWEVER, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) for the removal of Trustees as provided in Article IV, Section 26, (iii) with respect to any Manager as provided in Article IV, Section 65, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, (v) with respect to the termination of the Trust or a series of Shares as provided in Article IX, Section 5, and (vi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the Bylaws By- Laws of the Trust or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote (except that in the election of Trustees said vote may be cast for as many persons as there are Trustees to be elected), and each fractional Share shall be entitled to a proportionate fractional vote. On Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to series or classes of sharesShares, except (1i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, differently Shares shall be voted by individual series or class; class and (2ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes, classes then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Whenever no Shares of any series or class are issuedissued and outstanding, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any By-Laws of the Bylaws Trust to be taken by Shareholders as to such series or classShareholders.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or rights established with respect to a particular Class in the BylawsBy-Laws or the resolutions establishing such Class, the Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IV, Section 1, 2 of this Article; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 5(a); (iiic) with respect any investment advisory or management contract to any Manager as provided in Article IV, Section 6, the extent required by the 1940 Act; (ivd) with respect to any termination the amendment of this Trust Declaration to the extent and as provided in Article IXX, Section 4, 10; (ve) with respect the conversion of the Trust to any amendment of this Declaration of Trust an open-end investment company to the extent and as provided in Article IX, Section 6; (f) the reorganization of the Trust to the extent provided in Article IX, Section 7; (g) to approve a transaction subject to Article IX, Section 8, ; and (vih) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws 1940 Act or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or Class, except (a) as provided with respect to a particular Class in the By-Laws or the resolutions establishing such Class, (b) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (c) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote thereon. As determined by the Trustees without the vote or consent of shareholders and except as provided with respect to a particular Class in the By-Laws or the resolutions establishing such Class, on any matter submitted to a vote of Shareholders either (i) each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote or (ii) each dollar of net asset value (number of Shares owned times net asset value per share of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-Laws. The By-Laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to By-Laws. Meetings of Shareholders shall be taken by Shareholders called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-Laws.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or rights established with respect to a particular Class in the BylawsBy-Laws or the resolutions establishing such Class, the Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IV, Section 1, 2 of this Article; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 5(a); (iiic) with respect any investment advisory or management contract to any Manager as provided in Article IV, Section 6, the extent required by the 1940 Act; (ivd) with respect to any termination the amendment of this Trust Declaration to the extent and as provided in Article IXX, Section 4, 10; (ve) with respect to any the amendment of this Declaration of Trust the Limited Term Provision (as defined below) to the extent and as provided in Article IX, Section 84; (f) the conversion of the Trust to an open-end investment company to the extent provided in Article IX, Section 5; (g) the reorganization of the Trust to the extent provided in Article IX, Section 6; (h) to approve a transaction subject to Article IX, Section 7, and (vii) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws 1940 Act or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or Class, except (a) as provided with respect to a particular Class in the By-Laws or the resolutions establishing such Class, (b) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (c) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote thereon. As determined by the Trustees without the vote or consent of shareholders and except as provided with respect to a particular Class in the By-Laws or the resolutions establishing such Class, on any matter submitted to a vote of Shareholders either (i) each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote or (ii) each dollar of net asset value (number of Shares owned times net asset value per share of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-Laws. The By-Laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to By-Laws. Meetings of Shareholders shall be taken by Shareholders called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-Laws.

Voting Powers. Section 1. Subject to the voting powers provisions of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsArticle III, Section 6(d), the Shareholders shall have power to vote only (i) for the election or removal of Trustees Trustees, including the filling of any vacancies in the Board of Trustees, as provided in Article IV, Section 1, 1 hereof; (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (vi) with respect to such additional matters relating to the Trust as may be required by applicable law, this Declaration of Trust, the Bylaws By-Laws, or any registration statement of the Trust filed with the Securities and Exchange Commission (or any successor agency; and (iii) or any state, or on such other matters as the Board of Trustees may consider necessary or desirable. Each The Shareholder of record (as of the record date established pursuant to Section 5 of this Article V) of each whole Share shall be entitled to one vote for each full Share as to any matter on which it is entitled to vote vote, and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees Shareholders shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall not be entitled to vote thereon. There shall be no cumulative voting in the election of TrusteesTrustees or on any other matter. Shares may be voted in person or by proxy. A proxy with respect to Shares held may be given by any means acceptable under applicable law, including by an electronic or telecommunications device if so authorized by the Trustees. Notwithstanding anything else contained herein or in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise andBylaws, in the case of event a challenge proposal by any person anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the burden event of proving invalidity shall rest on any proxy context or proxy solicitation or proposal in opposition to any proposal by the challengerofficers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meeting. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws to be taken by the Shareholders, Meetings of the Shareholders shall be called and notice thereof and record dates therefore shall be given and set as to such series or classprovided in the Bylaws.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (ia) for the election of Trustees as provided in Article IVIII, Section 1Sections 3.01 and 3.02 hereof, (iib) for the removal of Trustees as provided in Article IVIII, Section 2Subsection 3.03(d) hereof, (iiic) with respect to any Manager investment advisory contract as provided in Article IVVI, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 86.01 hereof, and (vid) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of TrustTrust Instrument, or the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary desirable. On any matter submitted to a vote of the Shareholders, all Shares shall be voted separately by individual Series, except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; and (ii) when the Trustees have determined that the matter affects the interests of more than one Series, then the Shareholders of all such Series shall be entitled to vote thereon. The Trustees may also determine that a matter affects only the interests of one or desirablemore classes of a Series, in which case any such matter shall be voted on by such class or classes. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote vote, and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxyproxy or in any manner provided for in the Bylaws. A proxy with respect to Shares held may be given in writing. The Bylaws may provide that proxies may also, or may instead, be given by any electronic or telecommunications device or in any other manner. Notwithstanding anything else herein or in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise andBylaws, in the case of event a challenge proposal by any person anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or of the Trust, or in the burden event of proving invalidity shall rest on any proxy contest or proxy solicitation or proposal in opposition to any proposal by the challengerofficers or Trustees of the Trust, Shares may be voted only in person or by written proxy. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Declaration Trust Instrument or any of Trust or the Bylaws of the Trust to be taken by Shareholders as to such series or classShareholders.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the (a) The Shareholders shall have power to vote only (ia) for the election of Trustees as to the extent provided in Article IVIII, Section 13.01 hereof, (iib) for the removal of Trustees as to the extent provided in Article IVIII, Section 23.03(d) hereof, (iiic) with respect to any Manager as investment advisory contract to the extent provided in Article IVVI, Section 66.01 hereof, (ivd) with respect to any termination an amendment of this Trust Instrument, to the extent and as provided in Article IXXI, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 811.08, and (vie) with respect to such additional matters relating to the Trust as may be required by law, by an express provision of this Declaration of TrustTrust Instrument, the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary desirable. (b) Notwithstanding paragraph (a) of this Section 7.01 or desirableany other provision of this Trust Instrument (including the Bylaws) which would by its terms provide for or require a vote of Shareholders, the Trustees may take action without a Shareholder vote if (i) the Trustees shall have obtained an opinion of counsel that a vote or approval of such action by Shareholders is not required under (i) the 1940 Act or any other applicable laws, or (ii) any registrations, undertakings or agreements of the Trust known to such counsel, and the taking of such action without a Shareholder vote would be consistent with the best interests of the Shareholders. (c) On any matter submitted to a vote of the Shareholders, all Shares shall be voted separately by individual Series, and whenever the Trustees determine that the matter affects only certain Series, may be submitted for a vote by only such Series, except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; and (ii) when the Trustees have determined that the matter affects the interests of more than one Series and that voting by shareholders of all Series would be consistent with the 1940 Act, then the Shareholders of all such Series shall be entitled to vote thereon (either by individual Series or by Shares voted in the aggregate, as the Trustees in their discretion may determine). The Trustees may also determine that a matter affects only the interests of one or more classes of a Series, in which case (or if required under the 0000 Xxx) such matter shall be voted on by such class or classes. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote vote, and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxyproxy or in any manner provided for in the Bylaws. A proxy with respect to Shares held may be given in writing. The Bylaws may provide that proxies may also, or may instead, be given by any electronic or telecommunications device or in any other manner permitted by applicable law. Notwithstanding anything else herein or in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise andBylaws, in the case of event a challenge proposal by any person anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, the burden of proving invalidity shall rest on the challengerShares may be voted only in person or by written proxy. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Declaration Trust Instrument or any of Trust or the Bylaws of the Trust to be taken by Shareholders as to such series or class.Shareholders. SECTION 7.02

Voting Powers. Section 1. Subject to the voting powers provisions of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the BylawsShares, the Shareholders shall have power to vote only only: (ia) for the election or removal of Trustees as provided in Article IV, Section 1, ; (ii) for the removal of Trustees as provided in Article IV, Section 2, (iiib) with respect to any Manager investment adviser or manager as provided in Article IV, Section 6, ; (ivc) with respect to any termination or reorganization of this the Trust or any series or class thereof to the extent and as provided in Article IX, Section 4, 1; (vd) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, 4; and (vie) with respect to such additional matters relating to the Trust as may be required by law, the 1940 Act, this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirablexxxxx- able. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On Notwith- standing any other provision of the Declaration of Trust, on any matter submitted to a vote of Shareholders, Shareholders all Shares of the Trust then entitled to vote shall, except as to the extent otherwise provided in required or permitted by the Bylawspreferences and special or relative rights or privileges of any classes of Shares, be voted by individual series and not in the aggregate as a single class without regard to series or classes of sharesby class, except (1a) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differentlyAct, Shares shall be voted in the aggregate and not by individual series or classseries; and (2b) when the Trustees have determined that the matter affects only the interests of one or more series or classes, then only Shareholders of such series or classes class shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to the exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws By-Laws to be taken by Shareholders as to of such series or class.. Shareholder Meetings

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager Adviser as provided in Article IV, Section 6, (iviii) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (viv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 87, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vi) with respect to such additional matters relating to the Trust as may be required by law, this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of or Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to series or classes of shares, except class except: (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws to be taken by Shareholders as to such series or class.the

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 21, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 87, (vi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vivii) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, shall be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust Trust, or the Bylaws to be taken by Shareholders as to such series or class.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (viv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 89, and (viv) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challenger. Until At any time when no Shares of any a series or class are issuedoutstanding, the Trustees may exercise all rights of Shareholders of that series or class with respect to matters affecting that series or class and may with respect to that series or class take any action required by law, this Declaration of Trust or the Bylaws to be taken by the Shareholders as to such series or classthereof.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IV, Section 1, 2 of this Article; (iib) for the removal of Trustees as provided in Article IVII, Section 2, 4(d); (iiic) with respect to any Manager investment advisory or management contract as provided in Article IVVII, Section 6, 1; (ivd) with respect to any termination of this the Trust to the extent and as provided in Article IXX, Section 4, ; (ve) with respect to any the amendment of this Declaration of Trust to the extent and as provided in Article IXX, Section 8, ; and (vif) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration of Trust, or the Bylaws By-laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary desirable. On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or desirableClass, except (a) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Eff 12/16/2016 Class, and (b) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote thereon. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote vote, and each fractional Share share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held or in any manner provided for in the name of two or more persons shall By-laws. The By-laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior to exercise of the proxy the Trust receives telecommunications device or in any other manner, but if a specific written notice to the contrary from any one of them. A proxy purporting to be executed proposal by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person anyone other than the Trustofficers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the burden of proving invalidity shall rest on the challengerofficers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of any series or class a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the Bylaws to be taken by Shareholders as to such series or classBy-laws.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IVIII, Section 13.1 hereof, (ii) for the removal of Trustees as provided in Article IVIII, Section 23.2(d) hereof, (iii) with respect to any Manager investment advisory or management contract as provided in Article IVVI, Section 6, (iv) with respect to any termination of this Trust to the extent Sections 6.1 and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 86.7 hereof, and (viiv) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trustfederal law, including the Bylaws 1940 Act or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. On any matter submitted to a vote of the Shareholders, all Shares shall be voted separately by individual Series, except: (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; and (ii) when the Trustees have determined that the matter affects the interests of more than one Series, then the Shareholders of all such affected Series shall be entitled to vote thereon. The Trustees also may determine that a matter affects only the interests of one or more classes of a Series, in which case any such matter shall be voted on by such class or classes. Each whole Share share shall be entitled to one (1) vote as to any matter on which it is entitled to vote vote, and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxyproxy or in any manner provided for in the By-Laws. A proxy with respect to Shares held may be given in writing. The By-Laws may provide that proxies may also, or may instead, be given by any electronic or telecommunications device or in any other legally permissible manner. Notwithstanding anything else herein or in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise andBy-Laws, in the case of event a challenge proposal by any person anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or of the Trust, or in the burden event of proving invalidity shall rest on any proxy contest or proxy solicitation or proposal in opposition to any proposal by the challengerofficers or Trustees of the Trust, Shares may be voted only in person or by written proxy. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Declaration Trust Agreement or any of the By-Laws of the Trust or the Bylaws to be taken by Shareholders. Meetings of Shareholders shall be called and notice thereof and record dates therefor shall be given and set as to such series or classprovided in the By-Laws.

Voting Powers. Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the or removal of Trustees as provided in Article IV, Section 21 of this Declaration of Trust, provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (vii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 88 of this Declaration of Trust, (iii) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of this Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust if the Trustees exercise their right to terminate the Trust pursuant to Article IX, Section 4 of this Declaration of Trust), (iv) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (viv) with respect to such additional matters relating to the Trust as may be required by law, this Declaration of Trust, the Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the BylawsBy-Laws, be voted in the aggregate as a single class without regard to series Series or classes Classes of sharesShares, except that (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes Series of Shares materially differently, Shares shall be voted by individual series or class; and Series, (2) when the Trustees have determined that the matter affects only the interests of one or more series Series or classesClasses, only Shareholders of such series Series or classes Classes shall be entitled to vote thereon, and (3) if any question on which Shareholders are entitled to vote would adversely affect the rights of any Class of Shares, Shares shall be voted by individual Class. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, and the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action permitted or required of the Shareholders by law, this Declaration of Trust or the Bylaws to be taken by Shareholders as to such series or classBy-Laws.