Common use of Voting Powers Clause in Contracts

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series to the extent and as provided in Sections 9.2, 9.3 and 9.4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 hereof, (v) to the same extent as the stockholders of a Delaware business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any Series, or the Shareholders of any of them (provided. however, that a Shareholder of a particular Series shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. 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 voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series entitled to vote thereon; provided, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class), then only the Shareholders of the Series or Classes so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of the Trust or each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shareholders of a particular Series shall not be entitled to vote on any matter that affects only one or more other Series.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series to the extent and as provided in Sections 9.2, 9.3 and 9.4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 hereof, (v) to the same extent as the stockholders of a Delaware business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any Series, or the Shareholders of any of them (provided. , however, that a Shareholder of a particular Series shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. 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 voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series entitled to vote thereon; provided, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class), then only the Shareholders of the Series or Classes so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of the Trust or each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shareholders of a particular Series shall not be entitled to vote on any matter that affects only one or more other Series.

Voting Powers. The Subject to Section 3.4.4. , the Shareholders shall have power right to vote only to (i) elect Trustees, provided that a meeting of Shareholders has been called for the election or removal of that purpose; (ii) remove Trustees as provided in Sections 4.1(c) and (e) Section 4.2 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 5.2 hereof as to which Shareholder approval is required by the 1940 Act, ; (iii) with respect to any approve the termination or reorganization of the Trust or any Series to (or Class), unless a majority of the extent and as provided in Sections 9.2, 9.3 and 9.4 hereof, (iv) with respect to any amendment of this Declaration of Trust to Trustees determines that the extent and as provided in Section 9.5 hereof, (v) to the same extent as the stockholders of a Delaware business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf continuation of the Trust or any SeriesSeries (or Class) is not in the best interests of the Trust, such Series (or Class), or their respective Shareholders as a result of factors or events adversely affecting the Shareholders abilities of any the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of them the Trust or a Series (provided. however, that a Shareholder of a particular Series shall not in any event be entitled or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a derivative significant adverse impact on the business or class action on behalf operations of the Trust or such Series; (iv) approve any other Series or the Shareholders thereof)amendment to this ARTICLE VII, Section 7.1; and (viv) with respect to approve such additional matters relating to the Trust as may be required by law or as the 1940 ActTrustees, this Declaration in their sole discretion, shall determine. There shall be no cumulative voting in the election of Trust, Trustees. Shares may be voted in person or by proxy. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Meetings of Shareholders for the purposes above shall be called and notice thereof shall be given as provided for in the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. 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 voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series entitled to vote thereon; provided, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class), then only the Shareholders of the Series or Classes so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of the Trust or each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shareholders of a particular Series shall not be entitled to vote on any matter that affects only one or more other SeriesLaws.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series to the extent and as provided in Sections 9.2, 9.3 and 9.4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 hereof, (v) to the same extent as the stockholders of a Delaware business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any Series, or the Shareholders of any of them (provided. however, that a Shareholder of a particular Series shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. 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 voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series entitled to vote thereon; provided, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class), then only the Shareholders of the Series or Classes so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of the Trust or each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shareholders of a particular Series shall not be entitled to vote on any matter that affects only one or more other Series.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series to the extent and as provided in Sections 9.2, 9.3 and 9.4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 hereof, (v) to the same extent as the stockholders of a Delaware business 23 corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any Series, or the Shareholders of any of them (provided. however, that a Shareholder of a particular Series shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. 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 voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series entitled to vote thereon; provided, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class), then only the Shareholders of the Series or Classes so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of the Trust or each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shareholders of a particular Series shall not be entitled to vote on any matter that affects only one or more other Series.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series to the extent and as provided in Sections 9.2, 9.3 and 9.4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 hereof, (v) to the same extent as the stockholders of a Delaware business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any Series, or the Shareholders of any of them (provided. , however, that a Shareholder of a particular Series shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. 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 voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series entitled to vote thereon; provided, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class), then only the Shareholders of the Series or Classes so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of the Trust or each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shareholders of a particular Series shall not be entitled to vote on any matter that affects only one or more other Series.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c), (e) and (ef) 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 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series to the extent and as provided in Sections 9.2, 9.3 and 9.4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 hereof, (v) to the same extent as the stockholders of a Delaware business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any Series, or the Shareholders of any of them (provided. , however, that a Shareholder of a particular Series shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. 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 voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series entitled to vote thereon; provided, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class), then only the Shareholders of the Series or Classes so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders Shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of the Trust or each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no separate Series votes on the election or removal of Trustees, the selection of auditors for 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. Shareholders of a particular Series shall not be entitled to vote on any matter that affects only one or more other Series.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series to the extent and as provided in Sections 9.2, 9.3 and 9.4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 hereof, (v) to the same extent as the stockholders of a Delaware business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any Series, or the Shareholders of any of them (provided. , however, that a Shareholder of a particular Series shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. 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 voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series entitled to vote thereon; provided, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class)Series, then only the Shareholders of the Series or Classes so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of the Trust or each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shareholders of a particular Series shall not be entitled to vote on any matter that affects only one or more other Series.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c4.1.(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 5.2. hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series Fund to the extent and as provided in Sections Section 9.2, 9.3 and 9.4 . hereof, ; reorganization of the (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 9.3. hereof, (v) to the same extent as the stockholders of a Delaware Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any SeriesFund, or the Shareholders of any of them (provided. however, that a no Shareholder of a particular Series shall not in any event be entitled to maintain a derivative or class action only on behalf of any other Series a Fund (or the Shareholders thereof) of which he or she is the record owner of outstanding Shares), 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 By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. 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 voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series Fund entitled to vote thereon; provided, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares of each Series and Class whose holders are entitled to vote thereon; , and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series Funds, or of one or more but not all Classes of the Trust or a single Series Fund (including without limitation any distribution plan pursuant to Rule 12b-1 of 12b-l under the 1940 Act applicable to any such Fund or Class), then only the Shareholders of the Series Funds or Classes so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by Without limiting the required vote of Shareholders generality of the Trust or each affected Series; providedforegoing, however, that to the extent and except as required by the 1940 Act, there shall be no separate Series votes on the election Act or removal of Trusteesother law, the selection Shareholders of auditors for each Class shall have exclusive voting rights with respect to the Trust and its Series or approval provisions of any agreement or contract entered into distribution plan adopted by the Trust or any Series. Shareholders of Trustees pursuant to Rule 12b-1 under the 1940 Act (a particular Series shall not be entitled “Plan”) applicable to vote on any matter that affects only one or more other Seriessuch Class.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 hereof as to which Shareholder approval is as required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections 9.2, 9.3 9.1 and 9.4 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 9.3 hereof, (v) to the same extent as the stockholders of a Delaware Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any SeriesPortfolio, or the Shareholders of any of them (provided. howeverPROVIDED, HOWEVER, that a Shareholder of a particular Series Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series Portfolio or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law or by this Declarationlaw, they shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series Portfolio entitled to vote thereon; providedPROVIDED, that (i) when expressly required by this Declaration or by the 1940 Act or by other lawAct, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares of each Series whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class)Portfolios, then only the Shareholders of the Series or Classes Portfolios so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of the Trust or each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shareholders of a particular Series shall not be entitled to vote on any matter that affects only one or more other Series.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 hereof as to which Shareholder approval is as required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections 9.2, 9.3 9.1 and 9.4 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 9.3 hereof, (v) to the same extent as the stockholders of a Delaware Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any SeriesPortfolio, or the Shareholders of any of them (provided. , however, that a Shareholder of a particular Series Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series Portfolio or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law or by this Declarationlaw, they shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series Portfolio entitled to vote thereon; provided, that (i) when expressly required by this Declaration or by the 1940 Act or by other lawAct, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares of each Series whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class)Portfolios, then only the Shareholders of the Series or Classes Portfolios so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of the Trust or each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shareholders of a particular Series shall not be entitled to vote on any matter that affects only one or more other Series.

Voting Powers. The Subject to Section 3.4.4., the Shareholders shall have power right to vote only to (i) elect Trustees, provided that a meeting of Shareholders has been called for the election or removal of that purpose; (ii) remove Trustees as provided in Sections 4.1(c) and (e) Section 4.2 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 5.2 hereof as to which Shareholder approval is required by the 1940 Act, ; (iii) with respect to any approve the termination or reorganization of the Trust or any Series to (or Class), unless a majority of the extent and as provided in Sections 9.2, 9.3 and 9.4 hereof, (iv) with respect to any amendment of this Declaration of Trust to Trustees determines that the extent and as provided in Section 9.5 hereof, (v) to the same extent as the stockholders of a Delaware business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf continuation of the Trust or any SeriesSeries (or Class) is not in the best interests of the Trust, such Series (or Class), or their respective Shareholders as a result of factors or events adversely affecting the Shareholders abilities of any the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of them the Trust or a Series (provided. however, that a Shareholder of a particular Series shall not in any event be entitled or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a derivative significant adverse impact on the business or class action on behalf operations of the Trust or such Series; (iv) approve any other Series or the Shareholders thereof)amendment to this ARTICLE VII, Section 7.1; and (viv) with respect to approve such additional matters relating to the Trust as may be required by law or as the 1940 ActTrustees, this Declaration in their sole discretion, shall determine. There shall be no cumulative voting in the election of Trust, Trustees. Shares may be voted in person or by proxy. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Meetings of Shareholders for the purposes above shall be called and notice thereof shall be given as provided for in the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. 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 voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series entitled to vote thereon; provided, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class), then only the Shareholders of the Series or Classes so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of the Trust or each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shareholders of a particular Series shall not be entitled to vote on any matter that affects only one or more other SeriesLaws.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c4,1(c) and (e) hereof, (iih) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series to the extent and as provided in Sections 9.2, 9.3 and 9.4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 hereof, (v) to the same extent as the stockholders of a Delaware business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any Series, or the Shareholders of any of them (provided. , however, that a Shareholder of a particular Series shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. 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 voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series entitled to vote thereon; provided, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares whose holders are entitled to vote thereon; and (iih) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class), then only the Shareholders of the Series or Classes so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of the Trust or each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shareholders of a particular Series shall not be entitled to vote on any matter that affects only one or more other Series.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series to the extent and as provided in Sections 9.2, 9.3 and 9.4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 hereof, (v) to the same extent as the stockholders of a Delaware business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any Series, or the Shareholders of any of them (provided. however, that a Shareholder of a particular Series shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. 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 voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series entitled to vote thereon; provided, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class), then only the Shareholders of the Series or Classes so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of the Trust or each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shareholders of a particular Series shall not be entitled to vote on any matter that affects only one or more other Series.

Voting Powers. The Section 1. Subject to the voting powers of one or more classes of shares as set forth in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election or of Trustees as provided in Article IV, Section 1, 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 Sections 4.1(c) and (e) hereofArticle IV, (ii) with respect Section 1, to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 hereof as to which Shareholder approval is extent required by the 1940 Act, (iii) with respect to any Manager as provided in Article IV, Section 6, to the extent required by the 1940 Act, (iv) with respect to any termination or reorganization of the this Trust or any Series to the extent and as provided in Sections 9.2Article IX, 9.3 and 9.4 hereofSection 4, (ivv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 9.5 hereof9, (vvi) to the same extent as the stockholders of a Delaware Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any Series, or the Shareholders of any of them (provided. however, that a Shareholder of a particular Series shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series or the Shareholders thereof)Shareholders, and (vivii) with respect to such additional matters relating to the Trust as may be required by the 1940 Actapplicable law, this Declaration of Trust, the By-Laws Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any Statestate, or as the Trustees may consider necessary or desirable. If 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 the extent that the Trustees shall determine that such action is required by law or by a proportionate fractional vote. Notwithstanding any other provision of this DeclarationDeclaration of Trust, they shall cause each on any matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shareholders, all Shares of each Series the Trust then entitled to vote thereon; providedshall be voted in the aggregate as a single class without regard to series or classes of shares, that except (i1) when expressly required by the 1940 Act or by other lawwhen the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, actions of Shareholders Shares shall be taken voted by Single Class Voting of all outstanding Shares whose holders are entitled to vote thereonindividual series or class; and (ii2) when the Trustees determine have determined that any the matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series series or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class)classes, then only the Shareholders of the Series such series or Classes so affected classes shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of the Trust or each affected Series; provided, however, that to the extent required by the 1940 Act, there There shall be no separate Series votes 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 notice to the contrary from any one of them in any form as may be permitted by the Bylaws. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the election challenger. Until Shares of any series or removal of Trusteesclass are issued, the selection Trustees may exercise all rights of auditors for the Trust Shareholders and its Series or approval may take any action required by law, this Declaration of any agreement or contract entered into by the Trust or any Series. the Bylaws to be taken by Shareholders of a particular Series shall not be entitled as to vote on any matter that affects only one such series or more other Seriesclass.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 hereof as to which Shareholder approval is as required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections 9.2, 9.3 9.1 and 9.4 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 9.3 hereof, (v) to the same extent as the stockholders of a Delaware Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any SeriesPortfolio, or the Shareholders of any of them (provided. , however, that a Shareholder of a particular Series Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series Portfolio or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law or by this Declarationlaw, they shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series Portfolio entitled to vote thereon; provided, that (i) when expressly required by this Declaration or by the 1940 Act or by other lawAct, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares of each Series whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class)Portfolios, then only the Shareholders of the Series or Classes Portfolios so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by ; (iii) the required vote of Shareholders of the Trust or each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shareholders Class A Shares of a particular Series Portfolio shall not be entitled have (A) exclusive voting rights with respect to vote on provisions of any matter that affects only one or more other Seriesdistribution plan adopted by the Trustees pursuant to Rule 12b-1 under the 1940 Act (a "Plan") applicable to the Class A Shares and (B) no voting rights with respect to provisions of any plan applicable to the Class B Shares of such Portfolio; and (iv) the Shareholders of the Class B Shares of a particular Portfolio shall have (A) exclusive voting rights with respect to provisions of any Plan applicable to the Class B Shares and (B) no voting rights with respect to provisions of any Plan applicable to Class A Shares of such Portfolio.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c4.1 (c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 5.2. hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections Section 9.2, 9.3 and 9.4 . hereof, ; (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 9.3. hereof, (v) to the same extent as the stockholders of a Delaware Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any SeriesPortfolio, or the Shareholders of any of them (provided. , however, that a Shareholder of a particular Series Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series Portfolio or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of TrustDeclaration, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. 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 voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series entitled to vote thereon; provided, that (i) when expressly required by this Declaration or by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares of each Series and Class whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series Series, or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of under the 1940 Act applicable to any such Series or Class), then only the Shareholders of the Series or Classes so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by Without limiting the required vote of Shareholders generality of the Trust or each affected Series; providedforegoing, however, that to the extent and except as required by the 1940 Act, there shall be no separate Series votes on the election Act or removal of Trusteesother law, the selection Shareholders of auditors for each Class shall have exclusive voting rights with respect to the Trust and its Series or approval provisions of any agreement or contract entered into distribution plan adopted by the Trust or any Series. Shareholders of a particular Series shall not be entitled Trustees pursuant to vote on any matter that affects only one or more other SeriesRule 12b-1 under the 1940 Act applicable to such Class.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c) and (e) hereof, Section 2.13; (ii) with respect to termination of the approval Trust or termination in accordance with the 1940 Act of any contract with a Contracting Party Series or Class thereof as provided in Section 5.2 hereof as to which Shareholder approval is required by the 1940 Act, 7.2; (iii) with respect to any termination a merger, consolidation, exchange of Shares or reorganization sale of the Trust or any Series to the extent and assets as provided in Sections 9.2, 9.3 and 9.4 hereof, Section 7.2; (iv) with respect to any amendment a conversion from a "closed-end fund" to an "open-end fund" as provided in Section 7.4; (v) with respect to incorporation of this Declaration of the Trust to the extent and as provided in Section 9.5 hereof, 7.5; (vvi) to the same extent as the stockholders of a Delaware Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any Series, a Series thereof or the Shareholders of any of them (provided. however, that a Shareholder of a particular Series shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series or the Shareholders thereof), either; and (vivii) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of TrustDeclaration, the By-Laws or any registration of the Trust as an investment company under the 1940 Act with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. 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 On any matter required or permitted to be voted upon at a meeting or on by written consent of Shareholders to be submitted to a separate vote of the outstanding Shareholders, all Shares of each Series then entitled to vote thereon; providedshall be voted in the aggregate as a single class without regard to Class or Series, that except (i) when expressly required by this Declaration of Trust, the By-Laws or by the 1940 Act Act, or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares whose holders are entitled to vote thereon; and (ii) when the Trustees determine shall have determined that any matter to be submitted to a vote of the Shareholders affects only the rights or interests of the Shareholders of one or more but not all Classes or Series materially differently, Shares shall be voted by individual Class or Series; and (ii) when the Trustees shall have determined that the matter affects only the interests of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class)Series, then only the Shareholders of the Series such Class or Classes so affected or Series shall be entitled to vote thereon. Any Each Share shall be entitled to one vote as to any matter required on which it is entitled to vote and each fractional Share shall be submitted entitled to shareholders and affecting one a proportionate fractional vote. The Trustees may, in conjunction with the establishment of any further Series or more any Classes of Shares, establish conditions under which the several Series or Classes of Shares shall require have separate approval by the required vote of Shareholders of the Trust voting rights or each affected Series; provided, however, that to the extent required by the 1940 Act, there no voting rights. There shall be no separate Series votes on cumulative voting in the election or removal of Trustees. Until Shares are issued, the selection Trustees may exercise all rights of auditors for Shareholders and may take any action required by law, this Declaration or the Trust and its Series or By-Laws to be taken by Shareholders, including the approval of any agreement or contract entered into by amendment to the Trust or any SeriesDeclaration. Shareholders of a particular Series shall not be entitled to vote on any matter that affects only one or more other SeriesThe By-Laws may include further provisions for Shareholders' votes and meetings and related matters.

Voting Powers. The Subject to Section 3.4.4. , the Shareholders shall have power right to vote only to (i) elect Trustees, provided that a meeting of Shareholders has been called for the election or removal of that purpose; (ii) remove Trustees as provided in Sections 4.1(c) and (e) Section 4.2 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 5.2 hereof as to which Shareholder approval is required by the 1940 Act, ; (iii) with respect to any approve the termination or reorganization of the Trust or any Series to (or Class), unless a majority of the extent and as provided in Sections 9.2, 9.3 and 9.4 hereof, (iv) with respect to any amendment of this Declaration of Trust to Trustees determines that the extent and as provided in Section 9.5 hereof, (v) to the same extent as the stockholders of a Delaware business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf continuation of the Trust or any SeriesSeries (or Class) is not in the best interests of the Trust, such Series (or Class), or their respective Shareholders as a result of factors or events adversely affecting the Shareholders abilities of any the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of them the Trust or a Series (provided. however, that a Shareholder of a particular Series shall not in any event be entitled or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a derivative significant adverse impact on the business or class action on behalf operations of the Trust or such Series; (iv) approve any other Series or the Shareholders thereof)amendment to this ARTICLE VII, Section 7.1; and (vivii) with respect to approve such additional matters relating to the Trust as may be required by law or as the 1940 ActTrustees, this Declaration in their sole discretion, shall determine. There shall be no cumulative voting in the election of Trust, Trustees. Shares may be voted in person or by proxy. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Meetings of Shareholders for the purposes above shall be called and notice thereof shall be given as provided for the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. 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 voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series entitled to vote thereon; provided, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class), then only the Shareholders of the Series or Classes so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of the Trust or each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shareholders of a particular Series shall not be entitled to vote on any matter that affects only one or more other SeriesLaws.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c) and (e) hereof, ; (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections 9.2, 9.3 9.1 and 9.4 9.2 hereof, ; (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 9.3 hereof, (v) to the same extent as the stockholders of a Delaware Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any SeriesPortfolio, or the Shareholders of any of them (provided. howeverPROVIDED HOWEVER, that a Shareholder of a particular Series Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series Portfolio or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws Bylaws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. 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 voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series Portfolio entitled to vote thereon; providedPROVIDED, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares of each Series and Class whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series Series, or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of under the 1940 Act applicable to such Series or Class), then only the Shareholders of the Series or Classes so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by Without limiting the required vote of Shareholders generality of the Trust or each affected Series; providedforegoing, however, that to the extent and except as required by the 1940 Act, there shall be no separate Series votes on the election Act or removal of Trusteesother law, the selection Shareholders of auditors for each Class shall have exclusive voting rights with respect to the Trust and its Series or approval provisions of any agreement or contract entered into distribution plan adopted by the Trust or any Series. Shareholders of Trustees pursuant to Rule 12b-1 under the 1940 Act (a particular Series shall not be entitled "Plan") applicable to vote on any matter that affects only one or more other Seriessuch Class.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c4.l(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 hereof as to which Shareholder approval is as required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series Fund to the extent and as provided in Sections 9.2, 9.3 9.1 and 9.4 9.9 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 9.3 hereof, (v) to the same extent as the stockholders of a Delaware Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any SeriesFund, or the Shareholders of any of them (provided. , however, that a Shareholder of a particular Series Fund shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series Fund 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 By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law or by this Declarationlaw, they shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series Fund entitled to vote thereon; provided, that (i) when expressly required by this Declaration or by the 1940 Act or by other lawAct, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares of each Series whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class)Funds, then only the Shareholders of the Series or Classes Funds so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of the Trust or each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shareholders of a particular Series shall not be entitled to vote on any matter that affects only one or more other Series.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series Fund to the extent and as provided in Sections 9.2, 9.3 9.1 and 9.4 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 9.3 hereof, (v) to the same extent as the stockholders of a Delaware Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any SeriesFund, or the Shareholders of any of them (provided. , however, that a Shareholder of a particular Series Fund shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series Fund 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 By-Laws Bylaws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. 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 voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series Fund entitled to vote thereon; provided, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares of each Series or Class whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series Funds or of one or more but not all Classes of the Trust or a single Series Fund (including without limitation any distribution plan pursuant to Rule 12b-1 of under the 1940 Act applicable to any such Fund or Class), then only the Shareholders of the Series Funds or Classes so affected shall be entitled to vote thereon. Any matter required Without limiting the generality of the foregoing, (1) the holders of the Class A Shares and Class B Shares of any Fund, each voting as a separate class, shall have exclusive voting rights with respect to be submitted to shareholders and affecting one or more Series shall require separate approval provisions of any distribution plan adopted by the required vote Trustees pursuant to Rule l2b-l under the 1940 Act (a "Plan") applicable to the Class A Shares of Shareholders such Fund; (ii) the holders of the Trust or each affected Series; provided, however, that Class A Shares of any Fund shall have no voting rights with respect to provisions of any Plan applicable solely to the extent required by Class B Shares and/or Class Y Shares of such Fund; (iii) the 1940 Act, there shall be no separate Series votes on holders of the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval Class B Shares of any agreement Fund shall have (A) exclusive voting rights with respect to provisions of any Plan applicable solely to the Class B Shares and (B) no voting rights with respect to provisions of any Plan applicable to Class Y Shares of such Fund; and (iv) the holders of the Class Y Shares of any Fund shall have (A) exclusive voting rights with respect to provisions of any Plan applicable to the Class Y Shares and (B) no voting rights with respect to provisions of any Plan applicable to Class A Shares or contract entered into by the Trust or any Series. Shareholders Class B Shares of a particular Series shall not be entitled to vote on any matter that affects only one or more other Seriessuch Fund.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c4.l(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections 9.2, 9.3 9.1 and 9.4 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 9.3 hereof, (v) to the same extent as the stockholders of a Delaware Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any SeriesPortfolio, or the Shareholders of any of them (provided. , however, that a Shareholder of a particular Series Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series Portfolio or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. 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 voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares Shares, of each Series entitled to vote thereon; provided, that (il) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares of each Series and Class whose holders are entitled to vote thereon; , and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders the holders of Shares one or more but not all Series or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of under the 1940 Act applicable to any such Series or Class), then only the Shareholders of the Series or Classes so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by Without limiting the required vote of Shareholders generality of the Trust or each affected Series; providedforegoing, however, that to the extent and except as required by the 1940 Act, there shall be no separate Series votes on the election Act or removal of Trusteesother law, the selection Shareholders of auditors for each Class shall have exclusive voting rights with respect to the Trust and its Series or approval provisions of any agreement or contract entered into distribution plan adopted by the Trust or any Series. Shareholders of a particular Series shall not be entitled Trustees pursuant to vote on any matter that affects only one or more other SeriesRule 12b-1 under the 1940 Act applicable to such Class.

Voting Powers. The Shareholders Shareholder shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series Fund to the extent and as provided in Sections 9.26.2(d), 9.3 9.1 and 9.4 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 9.3 hereof, (v) to the same extent as the stockholders of a Delaware Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any SeriesFund, or the Shareholders of any of them (provided. , however, that a Shareholder of a particular Series Fund shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series Fund 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 TrustDeclaration, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. 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 voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series entitled to vote thereon; provided, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares of each Series and Class whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series Series, or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of under the 1940 Act (a “Plan”) applicable to any such Series or Class), then only the Shareholders of the Series or Classes so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by Without limiting the required vote of Shareholders generality of the Trust or each affected Series; providedforegoing, however, that to the extent and except as required by the 1940 Act, there shall be no separate Series votes on the election Act or removal of Trusteesother law, the selection Shareholders of auditors for each Class shall have exclusive voting rights with respect to the Trust and its Series or approval provisions of any agreement or contract entered into by the Trust or any Series. Shareholders of a particular Series shall not be entitled Plan applicable to vote on any matter that affects only one or more other Seriessuch Class.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c4. 1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections 9.2, 9.3 9.1 and 9.4 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 9.3 hereof, (v) to the same extent as the stockholders of a Delaware Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any SeriesPortfolio, or the Shareholders of any of them (provided. , however, that a Shareholder of a particular Series Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series Portfolio or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of TrustDeclaration, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. 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 voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series entitled to vote thereon; provided, that (i) when expressly required by this Declaration or by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares of each Series and Class whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series Series, or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of under the 1940 Act applicable to any such Series or Class), then only the Shareholders of the Series or Classes so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by Without limiting the required vote of Shareholders generality of the Trust or each affected Series; providedforegoing, however, that to the extent and except as required by the 1940 Act, there shall be no separate Series votes on the election Act or removal of Trusteesother law, the selection Shareholders of auditors for each Class shall have exclusive voting rights with respect to the Trust and its Series or approval provisions of any agreement or contract entered into distribution plan adopted by the Trust or any Series. Shareholders of Trustees pursuant to Rule 12b-1 under the 1940 Act (a particular Series shall not be entitled “Plan”) applicable to vote on any matter that affects only one or more other Seriessuch Class.

Voting Powers. The Shareholders Shareholder shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 hereof as to which Shareholder approval is as required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections 9.2, 9.3 9.1 and 9.4 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 9.3 hereof, (v) to the same extent as the stockholders of a Delaware Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any SeriesPortfolio, or the Shareholders of any of them (provided. , however, that a Shareholder of a particular Series Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series portfolio or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law or by this Declarationlaw, they shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series Portfolio entitled to vote thereon; provided, that (i) when expressly required by this Declaration or by the 1940 Act or by other lawAct, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares of each Series whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests interest of Shareholders of one or more but not all Series or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class)Portfolios, then only the Shareholders of the Series or Classes Portfolios so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of the Trust or each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shareholders of a particular Series shall not be entitled to vote on any matter that affects only one or more other Series.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections 9.2, 9.3 9.1 and 9.4 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 9.3 hereof, (v) to the same extent as the stockholders of a Delaware Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any SeriesPortfolio, or the Shareholders of any of them (provided. , however, that a Shareholder of a particular Series Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series Portfolio or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws Bylaws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. 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 voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series Portfolio entitled to vote thereon; provided, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares of each Series whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class)Portfolios, then only the Shareholders of the Series or Classes Portfolios so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of the Trust or each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shareholders of a particular Series shall not be entitled to vote on any matter that affects only one or more other Series.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c4.1.(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 5.2. hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections Section 9.2, 9.3 and 9.4 . hereof, ; (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 9.3. hereof, (v) to the same extent as the stockholders of a Delaware Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any SeriesPortfolio, or the Shareholders of any of them (provided. , however, that a Shareholder of a particular Series Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series Portfolio or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. 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 voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series Portfolio entitled to vote thereon; provided, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares of each Series and Class whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series Series, or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of under the 1940 Act applicable to such Series or Class), then only the Shareholders of the Series or Classes so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by Without limiting the required vote of Shareholders generality of the Trust or each affected Series; providedforegoing, however, that to the extent and except as required by the 1940 Act, there shall be no separate Series votes on the election Act or removal of Trusteesother law, the selection Shareholders of auditors for each Class shall have exclusive voting rights with respect to the Trust and its Series or approval provisions of any agreement or contract entered into distribution plan adopted by the Trust or any Series. Shareholders of Trustees pursuant to Rule 12b-l under the 1940 Act (a particular Series shall not be entitled “Plan”) applicable to vote on any matter that affects only one or more other Seriessuch Class.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections 9.2, 9.3 9.1 and 9.4 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 9.3 hereof, (v) to the same extent as the stockholders of a Delaware Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any SeriesPortfolio, or the Shareholders of any of them (provided. , however, that a Shareholder of a particular Series Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series Portfolio or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of TrustDeclaration, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. 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 voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series Portfolio entitled to vote thereon; provided, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares of each Series whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series or of one or more but not all Classes of the Trust or a single Series Portfolios (including without limitation any distribution plan pursuant to Rule 12b-1 of under the 1940 Act applicable to any such ClassPortfolio), then only the Shareholders of the Series or Classes Portfolios so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of the Trust or each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shareholders of a particular Series shall not be entitled to vote on any matter that affects only one or more other Series.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 hereof as to which Shareholder approval is as required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections 9.2, 9.3 9.1 and 9.4 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 9.3 hereof, (v) to the same extent as the stockholders of a Delaware Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any SeriesPortfolio, or the Shareholders of any of them (provided. , however, that a Shareholder of a particular Series Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series Portfolio or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law or by this Declarationlaw, they shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series Portfolio entitled to vote thereon; provided, provided that (i) when expressly required by this Declaration or by the 1940 Act or by other lawAct, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares of each Series whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class)Portfolios, then only the Shareholders of the Series or Classes Portfolios so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of the Trust or each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shareholders of a particular Series shall not be entitled to vote on any matter that affects only one or more other Series.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections 9.2, 9.3 9.1 and 9.4 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 9.3 hereof, (v) to the same extent as the stockholders of a Delaware Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any SeriesPortfolio, or the Shareholders of any of them (provided. , however, that a Shareholder of a particular Series Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series Portfolio or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law or by this Declarationlaw, they shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series Portfolio entitled to vote thereon; provided, provided that (i) when expressly required by this Declaration or by the 1940 Act or by other lawAct, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares of each Series whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class)Portfolios, then only the Shareholders of the Series or Classes Portfolios so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of the Trust or each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shareholders of a particular Series shall not be entitled to vote on any matter that affects only one or more other Series.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series Fund to the extent and as provided in Sections 9.2, 9.3 9.1 and 9.4 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 9.3 hereof, (v) to the same extent as the stockholders of a Delaware Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any SeriesFund, or the Shareholders of any of them (provided. howeverPROVIDED, HOWEVER, that a Shareholder of a particular Series Fund shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series Fund 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 By-Laws Bylaws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law or by this Declarationlaw, they shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series Fund entitled to vote thereon; provided, PROVIDED that (i) when expressly required by this Declaration or by the 1940 Act or by other lawAct, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares of each Series whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class)Funds, then only the Shareholders of the Series or Classes Funds so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of the Trust or each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shareholders of a particular Series shall not be entitled to vote on any matter that affects only one or more other Series.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections 9.2, 9.3 9.1 and 9.4 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 9.3 hereof, (v) to the same extent as the stockholders of a Delaware Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any SeriesPortfolio, or the Shareholders of any of them (provided. howeverPROVIDED, HOWEVER, that a Shareholder of a particular Series Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series Portfolio or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. 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 voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series Portfolio entitled to vote thereon; providedPROVIDED, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares of each Series whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class)Portfolios, then only the Shareholders of the Series or Classes Portfolios so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of the Trust or each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shareholders of a particular Series shall not be entitled to vote on any matter that affects only one or more other Series.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections 9.2, 9.3 9.1 and 9.4 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 9.3 hereof, (v) to the same extent as the stockholders of a Delaware Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any SeriesPortfolio, or the Shareholders of any of them (provided. , however, that a Shareholder of a particular Series Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series Portfolio or the Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. 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 voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series Portfolio entitled to vote thereon; provided, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares of each Series and Class whose holders are entitled to vote thereon; , and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series Portfolios or of one or more but not all Classes of the Trust or a single Series Portfolio (including without limitation any distribution plan pursuant to Rule 12b-1 of under the 1940 Act applicable to any such Portfolio or Class), then only the Shareholders of the Series Portfolios or Classes so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by Without limiting the required vote of Shareholders generality of the Trust or each affected Series; providedforegoing, however, that to the extent and except as required by the 1940 Act, there shall be no separate Series votes on the election Act or removal of Trusteesother law, the selection Shareholders of auditors for each Class shall have exclusive voting rights with respect to the Trust and its Series or approval provisions of any agreement or contract entered into distribution plan adopted by the Trust or any Series. Shareholders of Trustees pursuant to Rule 12b-1 under the 1940 Act (a particular Series shall not be entitled "Plan") applicable to vote on any matter that affects only one or more other Seriessuch Class.

Voting Powers. The Subject to Section , the Shareholders shall have power right to vote only to (i) elect Trustees, provided that a meeting of Shareholders has been called for the election or removal of that purpose; (ii) remove Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 5.2 hereof as to which Shareholder approval is required by the 1940 Act, ; (iii) with respect to any approve the termination or reorganization of the Trust or any Series to (or Class), unless a majority of the extent and as provided in Sections 9.2, 9.3 and 9.4 hereof, (iv) with respect to any amendment of this Declaration of Trust to Trustees determines that the extent and as provided in Section 9.5 hereof, (v) to the same extent as the stockholders of a Delaware business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf continuation of the Trust or any SeriesSeries (or Class) is not in the best interests of the Trust, such Series (or Class), or their respective Shareholders as a result of factors or events adversely affecting the Shareholders abilities of any the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of them the Trust or a Series (provided. however, that a Shareholder of a particular Series shall not in any event be entitled or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a derivative significant adverse impact on the business or class action on behalf operations of the Trust or such Series; (iv) approve any other Series or the Shareholders thereof)amendment to this , ; and (viv) with respect to approve such additional matters relating to the Trust as may be required by law or as the 1940 ActTrustees, this Declaration in their sole discretion, shall determine. There shall be no cumulative voting in the election of Trust, Trustees. Shares may be voted in person or by proxy. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Meetings of Shareholders for the purposes above shall be called and notice thereof shall be given as provided for in the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustees may consider necessary or desirable. 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 voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series entitled to vote thereon; provided, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series or of one or more but not all Classes of the Trust or a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 of the 1940 Act applicable to such Class), then only the Shareholders of the Series or Classes so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of the Trust or each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shareholders of a particular Series shall not be entitled to vote on any matter that affects only one or more other SeriesLaws.