Common use of Voting Powers Clause in Contracts

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIII, Section 8, (iii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws shall be entitled to a number of votes on any matter on which it is entitled to vote equal to the net asset value of the share (or fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would be entitled to 10.5 votes). There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class are outstanding the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders thereof.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, 2.13; (ii) with respect to any investment advisory contract entered into pursuant to Section 3.2 submitted to shareholders for their approval; (iii) with respect to termination of the Trust or a Series or Class thereof as provided in Section 8.2; (iv) with respect to any amendment of this Declaration to the limited extent and as provided in Section 8.3; (v) with respect to a merger, consolidation or sale of assets as provided in Section 8.4; (vi) with respect to incorporation of the Trust to the extent and as provided in Article VIII, Section 8, 8.5; (iiivii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or a Series thereof or the Shareholders, Shareholders of either; (ivviii) with respect to the termination of the Trust any plan adopted pursuant to Rule 12b-1 (or any Series or class to successor rule) under the extent 1940 Act, and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 related matters; and (viix) with respect to such additional matters relating to the Trust as may be required by this Declaration of TrustDeclaration, the By-Laws 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. Each As determined by the Trustees without the vote or consent of shareholders, on any matter submitted to a vote of Shareholders either (x) each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal and each fractional Share shall be entitled to the a proportionate fractional vote or (y) each dollar of net asset value (number of the share (or fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a Shares owned times net asset value per share of $10.50 would such Series or Class, as applicable) shall be entitled to 10.5 votes)one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. The Trustees may, in conjunction with the establishment of any further Series or any Classes of Shares, establish conditions under which the several Series or Classes of Shares shall have separate voting rights or no voting rights. There shall be no cumulative voting in the election of Trustees. Until Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws laws to be taken by the Shareholders thereofShareholders. The By-laws may include further provisions for Shareholders’ votes and meetings and related matters.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) with respect to any Manager as provided in Article IV, Section 6, (iii) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (iv) with respect to any merger, consolidation or sale of assets of the Trust to the extent and as provided in Article IX, Section 5, (v) with respect to any conversion of the Trust as provided in Article IX, Section 6, (vi) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 89, (iiivii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (viviii) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws Bylaws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 1, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4,(v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87, (iiivi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws Bylaws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual Series, except (1) when required by the 1940 Act or any Rules or Orders thereunder, Shares shall be voted in the aggregate and not by individual Series; and (2) when the Trustees have determined that the matter affects only the interests of one or more Series, then only Shareholders of such Series shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for ------------- the election or removal of Trustees as provided in Article IV, Section 1Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) and (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of the Declaration of Trust, (iiivi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the By-Laws these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration of Trust or these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder's name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series particular class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the By-Laws these Bylaws to be taken by the Shareholders thereofas to such class or series.

Voting Powers. The Subject to the voting powers of one or more classes or series 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 of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 1, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any merger, consolidation or sale of assets of the Trust to the extent and as provided in Article IX, Section 5, (vi) with respect to any conversion of the Trust to the extent and as provided in Article IX, Section 6, (vii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 89, (iiiviii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (viix) with respect to such additional matters relating to the Trust as may be required by 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 state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series any class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by the Shareholders thereofas to such class or series.

Voting Powers. The Shareholders shall have power to vote only ------------- (i) for the election or removal of Trustees as provided in Article IV, Section 1Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of the Declaration of Trust, (iiivi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the By-Laws these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration of Trust or in respect of the terms of a class of preferred shares of beneficial interest of the Trust as reflected in these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder's name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series particular class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the By-Laws these Bylaws to be taken by the Shareholders thereofas to such class or series.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4(b) of the Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4(b) of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of the Declaration of Trust, (iiivi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the By-Laws these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration of Trust or in respect of the terms of a class of preferred shares of beneficial interest of the Trust as reflected in these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series particular class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the By-Laws these Bylaws to be taken by the Shareholders thereofas to such class or series.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, of this Declaration of Trust; provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) for the removal of Trustees as provided in Article IV, Section 6, (iii) with respect to any Manager as provided in Article IV, Section 5, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 8, (iiiv) with respect to a consolidation, merger or certain sales of assets as provided in Article IX, Section 4, (vi) with respect to the termination of the Trust or a series or class of Shares as provided in Article IX, Section 5, (vii) to the same extent as the stockholders of a Massachusetts business corporation corporation, as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (viviii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the By-Laws of the Trust or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal (except that in the election of Trustees said vote may be cast for as many persons as there are Trustees to the net asset value of the share (or be elected), and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes materially differently then Shares shall be voted by individual series or class and (2) when the matter affects only the interests of one or more series or classes, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when Whenever no Shares of a Series any series or class are outstanding issued and outstanding, the Trustees may exercise with respect to such series or class all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the any By-Laws of the Trust to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, 2.13; (ii) with respect to any investment advisory contract entered into pursuant to Section 3.2 submitted to shareholders for their approval; (iii) with respect to termination of the Trust or a Series or Class thereof to the extent and as provided in Section 8.2; (iv) with respect to any amendment of this Declaration to the limited extent and as provided in Section 8.3; (v) with respect to a merger, consolidation or sale of assets to the extent and as provided in Section 8.4; (vi) with respect to incorporation of the Trust to the extent and as provided in Article VIII, Section 8, 8.5; (iiivii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or a Series thereof or the Shareholders, Shareholders of either in accordance with Section 2.11; (ivviii) with respect to the termination of the Trust any plan adopted pursuant to Rule 12b-1 (or any Series or class to successor rule) under the extent 1940 Act, and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 related matters; and (viix) with respect to such additional matters relating to the Trust as may be required by this Declaration of TrustDeclaration, the By-Laws 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. Each As determined by the Trustees without the vote or consent of shareholders, on any matter submitted to a vote of Shareholders either (i) each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal and each fractional Share shall be entitled to the a proportionate fractional vote or (ii) each dollar of net asset value (number of the share (or fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a Shares owned times net asset value per share of $10.50 would such Series or Class, as applicable) shall be entitled to 10.5 votes)one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. The Trustees may, in conjunction with the establishment of any further Series or any Classes of Shares, establish conditions under which the several Series or Classes of Shares shall have separate voting rights or no voting rights. There shall be no cumulative voting in the election of Trustees. Until Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws laws to be taken by the Shareholders thereofShareholders. The By-laws may include further provisions for Shareholders’ votes and meetings and related matters.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) and (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (iiivi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the By-Laws these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration of Trust or these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares S▇▇▇▇▇ held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series particular class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the By-Laws these Bylaws to be taken by Shareholders as to such class or series. For purposes of this Article 10, all preferred shares of beneficial interest of the Shareholders thereofTrust issued and outstanding, including, without limitation, the APS and the RVMTP Shares, shall be treated as a single class.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IVIX, Section 1Sections 2 and 4 of the Declaration, provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the shareholders, (ii) with respect to any amendment termination of this Declaration of Trust to the extent and as provided in Article VIIIXIII, Section 81 of the Declaration, (iii) with respect to any amendment of the Declaration to the extent and as provided in Article IV, Section 4 and Article XIII, Section 1 of the Declaration, (iv) with respect to any reorganization of the Trust as provided in Article XIII, Section 2 of the Declaration, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trustlaw, the Declaration, these By-Laws laws, or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or vote, and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual Class or Series, as the case may be, except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Class or Series and (ii) when the Trustees have determined that the matter affects only the interests of one or more Class or Series, then only Shareholders of such Class or Series shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise exercise, and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust the Declaration, or the these By-Laws laws to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have power to vote only (ia) for the election of Trustees as provided in Article IV, Section 1, (iib) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIII, Section 811, (iiic) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (ivd) with respect to the termination termination, merger, consolidation, reorganization or sale of assets of the Trust or any Series or class Class to the extent and as provided in Article VIII, Section 4, (ve) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vif) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share A Shareholder of each Series or Class shall be entitled to one vote for each dollar of net asset value (or fractional number of shares owned times net asset value per share) outstanding of such Series or Class thereof, on the record date established in accordance with the By-Laws any matter on which such Shareholder is entitled to vote, and each fractional dollar amount shall be entitled to a number of votes on any matter on which it is entitled to vote equal to the net asset value of the share (or proportionate fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would be entitled to 10.5 votes)vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class Class are outstanding the Trustees may exercise all rights of Shareholders of that Series or class Class with respect to matters affecting that Series or class Class and may with respect to that Series or class Class take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders thereof.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section Sections 1 and 3 of the Declaration of Trust and Exhibits 1, 2 and 3 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust and Exhibits 1, 2 and 3 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust and Exhibits 1, 2 and 3 hereto (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) and (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of the Declaration of Trust and Exhibits 1, 2 and 3 hereto, (iiivi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the By-Laws these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration of Trust or these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares S▇▇▇▇▇ held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series particular class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the By-Laws these Bylaws to be taken by Shareholders as to such class or series. For purposes of this Article 10, all preferred shares of beneficial interest of the Shareholders thereofTrust issued and outstanding, including, without limitation, the RVMTP Shares, shall be treated as a single class.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 11 of this Declaration of Trust, provided, however, that no meeting of Shareholders is required to be -------- ------- called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) with respect to any Manager or Sub-Adviser as provided in Article IV, Section 6 of this Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of this Declaration of Trust, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of this Declaration of Trust, (iiiv) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by law, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. On any matter submitted to a vote of Shareholders all Shares of the Trust then entitled to vote shall be voted by individual Series, except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series and (ii) when the Trustees have determined that the matter affects only the interests of one or more Series or Classes, then only Shareholders of such Series or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action permitted or required of the Shareholders by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders thereofLaws.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section Sections 1 and 3 of the Declaration of Trust and Exhibits 1, 2 and 3 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust and Exhibits 1, 2 and 3 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of the Declaration of Trust and Exhibits 1, 2 and 3 hereto, (iiivi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the By-Laws these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. Shares of the Trust then entitled to vote shall be voted by individual series except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual series, (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes of Shares, then only Shareholders of such series or classes of Shares shall be entitled to vote thereon, and (iii) as otherwise provided in the Declaration of Trust, provided in these Bylaws, or required by applicable law. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares ▇▇▇▇▇▇ held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series particular class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the By-Laws these Bylaws to be taken by Shareholders as to such class or series. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued and outstanding, including, without limitation, the RVMTP Shares, shall be treated as a single class. Nothing in these Bylaws or the Declaration of Trust shall restrict the power of the Trustees to terminate any series or class of Shares by written notice to the Shareholders thereofof such series or class, whether or not such Shareholders have voted (or are proposed to vote) with respect to a merger, reorganization, sale of assets, or similar transaction involving such series or class of Shares.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1Sections 1 and 3 of the Declaration of Trust and Exhibits 1 and 2 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust and Exhibits 1 and 2 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of the Declaration of Trust and Exhibits 1 and 2 hereto, (iiivi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the By-Laws these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. Shares of the Trust then entitled to vote shall be voted by individual series except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual series, (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes of Shares, then only Shareholders of such series or classes of Shares shall be entitled to vote thereon, and (iii) as otherwise provided in the Declaration of Trust, provided in these Bylaws, or required by applicable law. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series particular class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the By-Laws these Bylaws to be taken by Shareholders as to such class or series. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued and outstanding, including, without limitation, the VMTP Shares and the RVMTP Shares, shall be treated as a single class. Nothing in these Bylaws or the Declaration of Trust shall restrict the power of the Trustees to terminate any series or class of Shares by written notice to the Shareholders thereofof such series or class, whether or not such Shareholders have voted (or are proposed to vote) with respect to a merger, reorganization, sale of assets, or similar transaction involving such series or class of Shares.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 8, (iii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class Class to the extent and as provided in Article VIIIIX, Section 4, and (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws Bylaws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares S▇▇▇▇▇ held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class Class are outstanding the Trustees may exercise all rights of Shareholders of that Series or class Class with respect to matters affecting that Series or class Class and may with respect to that Series or class Class take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by the Shareholders thereof.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) and (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (iiivi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the By-Laws these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration of Trust or these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares ▇▇▇▇▇▇ held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series particular class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the By-Laws these Bylaws to be taken by Shareholders as to such class or series. For purposes of this Article 10, all preferred shares of beneficial interest of the Shareholders thereofTrust issued and outstanding, including, without limitation, the APS and the RVMTP Shares, shall be treated as a single class.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIII, Section 8, (iii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, 4 and (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class are outstanding the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of the Declaration of Trust, (iiivi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the By-Laws these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. Shares of the Trust then entitled to vote shall be voted by individual series except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual series, (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes of Shares, then only Shareholders of such series or classes of Shares shall be entitled to vote thereon, and (iii) as otherwise provided in the Declaration of Trust, provided in these Bylaws, or required by applicable law. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series particular class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the By-Laws these Bylaws to be taken by Shareholders as to such class or series. Nothing in these Bylaws or the Declaration of Trust shall restrict the power of the Trustees to terminate any series or class of Shares by written notice to the Shareholders thereofof such series or class, whether or not such Shareholders have voted (or are proposed to vote) with respect to a merger, reorganization, sale of assets, or similar transaction involving such series or class of Shares.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section Sections 1 and 3 of the Declaration of Trust and Exhibits 1, 2 and 3 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust and Exhibits 1, 2 and 3 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust and Exhibits 1, 2 and 3 hereto (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) and (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of the Declaration of Trust and Exhibits 1, 2 and 3 hereto, (iiivi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the By-Laws these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration of Trust or these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares ▇▇▇▇▇▇ held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series particular class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the By-Laws these Bylaws to be taken by Shareholders as to such class or series. For purposes of this Article 10, all preferred shares of beneficial interest of the Shareholders thereofTrust issued and outstanding, including, without limitation, the RVMTP Shares, shall be treated as a single class.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 1, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87, (iiivi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws Bylaws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series, except (1) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual series; and (2) when the Trustees have determined that the matter affects only the interests of one or more series, then only Shareholders of such series shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section Sections 1 and 3 of the Declaration of Trust and Exhibits 1, 2 and 3 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust and Exhibits 1, 2 and 3 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust and Exhibits 1, 2 and 3 hereto (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of the Declaration of Trust and Exhibits 1, 2 and 3 hereto, (iiivi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the By-Laws these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration of Trust or in respect of the terms of a class of preferred shares of beneficial interest of the Trust as reflected in these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares ▇▇▇▇▇▇ held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series particular class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the By-Laws these Bylaws to be taken by Shareholders as to such class or series. For purposes of this Article 10, all preferred shares of beneficial interest of the Shareholders thereofTrust issued and outstanding, including, without limitation, the RVMTP Shares, shall be treated as a single class.

Voting Powers. The Subject to the voting powers of one or more classes or series 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 of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 1, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any merger, consolidation or sale of assets of the Trust to the extent and as provided in Article IX, Section 5, (vi) with respect to any conversion of the Trust as provided in Article IX, Section 6, (vii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 89, (iii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (viviii) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws Bylaws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares ▇▇▇▇▇▇ held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and and, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series any class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by the Shareholders thereofas to such class or series.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, of this Declaration of Trust; provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) for the removal of Trustees as provided in Article IV, Section 6, (iii) with respect to any Manager as provided in Article IV, Section 5, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 8, (iiiv) with respect to a consolidation, merger or certain sales of assets as provided in Article IX, Section 4, (vi) with respect to the termination of the Trust or a series of Shares as provided in Article IX, Section 5, (vii) to the same extent as the stockholders of a Massachusetts business corporation corporation, as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (viviii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the By-Laws of the Trust or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal (except that in the election of Trustees said vote may be cast for as many persons as there are Trustees to the net asset value of the share (or be elected), and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series, except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual series and (ii) when the Trustees have determined that the matter affects only the interests of one or more series, then only Shareholders of such series shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the any By-Laws of the Trust to be taken by the Shareholders thereofShareholders.

Voting Powers. The Subject to the voting powers of one or more series or 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 of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 1, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any merger, consolidation or sale of assets of the Trust to the extent and as provided in Article IX, Section 5, (vi) with respect to any conversion of the Trust to the extent and as provided in Article IX, Section 6, (vii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 89, (iiiviii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (viix) with respect to such additional matters relating to the Trust as may be required by 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 state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series any series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by the Shareholders thereofas to such series or class.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 11 of the Declaration of Trust, provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as may be required by the 1940 Act, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 6 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to the termination of the Trust or any series or class of Shares to the extent and as provided in Article IX, Section 4 of the Declaration of Trust, (iv) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 88 of the Declaration of Trust, (iiiv) to the same extent as the stockholders of a Massachusetts business corporation as to a whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the By-Laws these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or vote, and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share will be entitled to 10.5 votes)a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series, except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual series and (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes of Shares, then only Shareholders of such series or class shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise exercise, and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series series or class are outstanding the Trustees may exercise all rights of Shareholders of that Series series or class with respect to matters affecting that Series series or class and may with respect to that Series series or class take any action required by law, this the Declaration of Trust or the By-Laws these Bylaws to be taken by the Shareholders thereof. Nothing in the Declaration of Trust or these Bylaws shall restrict the power of the Trustees to terminate any series or class of Shares by written notice to the Shareholders of such series, whether or not such Shareholders have voted (or are proposed to vote) with respect to a merger, reorganization, sale of assets, or similar transaction involving such series or class of Shares.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) and (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (iiivi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the By-Laws these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration of Trust or these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series particular class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the By-Laws these Bylaws to be taken by Shareholders as to such class or series. For purposes of this Article 10, all preferred shares of beneficial interest of the Shareholders thereofTrust issued and outstanding, including, without limitation, the APS and the RVMTP Shares, shall be treated as a single class.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section Sections 1 and 3 of the Declaration of Trust and Exhibits 1, 2 and 3 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust and Exhibits 1, 2 and 3 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of the Declaration of Trust and Exhibits 1, 2 and 3 hereto, (iiivi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the By-Laws these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. Shares of the Trust then entitled to vote shall be voted by individual series except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual series, (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes of Shares, then only Shareholders of such series or classes of Shares shall be entitled to vote thereon, and (iii) as otherwise provided in the Declaration of Trust, provided in these Bylaws, or required by applicable law. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares S▇▇▇▇▇ held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series particular class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the By-Laws these Bylaws to be taken by Shareholders as to such class or series. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued and outstanding, including, without limitation, the RVMTP Shares, shall be treated as a single class. Nothing in these Bylaws or the Declaration of Trust shall restrict the power of the Trustees to terminate any series or class of Shares by written notice to the Shareholders thereofof such series or class, whether or not such Shareholders have voted (or are proposed to vote) with respect to a merger, reorganization, sale of assets, or similar transaction involving such series or class of Shares.

Voting Powers. The Shareholders shall have power to vote only (ia) for the election of Trustees as provided in Article IV, Section 1, 2.13; (iib) with respect to any investment advisory contract entered into pursuant to Section 3.2 submitted to Shareholders for their approval; (c) with respect to termination of the Trust or a Series or Class thereof as provided in Section 8.2; (d) with respect to any amendment of this Declaration to the limited extent and as provided in Section 8.3; (e) with respect to a merger, consolidation or sale of assets as provided in Section 8.4; (f) with respect to incorporation of the Trust to the extent and as provided in Article VIII, Section 8, 8.5; (iiig) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or a Series thereof or the Shareholders, Shareholders of either; (ivh) with respect to the termination of the Trust any plan adopted pursuant to Rule 12b-1 (or any Series or class to successor rule) under the extent 1940 Act, and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 related matters; and (vii) with respect to such additional matters relating to the Trust as may be required by this Declaration of TrustDeclaration, the By-Laws 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. Each As determined by the Trustees without the vote or consent of Shareholders, on any matter submitted to a vote of Shareholders either (x) each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal and each fractional Share shall be entitled to the a proportionate fractional vote or (y) each dollar of net asset value (number of the share (or fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a Shares owned times net asset value per Share of $10.50 would such Series or Class, as applicable) shall be entitled to 10.5 votes)one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. The Trustees may, in conjunction with the establishment of any further Series or any Classes of Shares, establish conditions under which the several Series or Classes of Shares shall have separate voting rights or no voting rights. There shall be no cumulative voting in the election of Trustees. Until Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws laws to be taken by the Shareholders thereofShareholders. The By-laws may include further provisions for Shareholders’ votes and meetings and related matters.

Voting Powers. The Subject to the provisions of Article III, Section 6(d), the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIII, Section 8, (iii) to the same extent as the stockholders of a Massachusetts California business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iviii) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (viiv) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws Bylaws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or A Shareholder of each Series shall be entitled to one vote for each dollar of net asset value per Share of such Series, on any matter on which such Shareholder is entitled to vote and each fractional share) outstanding on the record date established in accordance with the By-Laws dollar amount shall be entitled to a number proportionate fractional vote. All references in this Declaration of Trust or the Bylaws to a vote of, or the holders of, a percentage of Shares shall mean a vote of or the holders of that percentage of total votes on any matter on which it is entitled to vote equal to the representing dollars of net asset value of a Series or of the share (or fractional share) in United States dollars determined at Trust, as the close of business on the record date (for example, a share having a net asset value of $10.50 would be entitled to 10.5 votes)case may be. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class are outstanding outstanding, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class Series, take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV4, Section 1Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any matters required by the 1940 Act, (iii) with respect to any termination of this Trust to the extent and as provided in Article 9, Section 4 of the Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article 9, Section 4 of the Declaration of Trust), (iv) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIII9, Section 89 of the Declaration of Trust, (iiiv) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the By-Laws these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. Shares of the Trust then entitled to vote shall be voted by individual series except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual series, (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes of Shares, then only Shareholders of such series or classes of Shares shall be entitled to vote thereon, and (iii) as otherwise provided in the Declaration of Trust, provided in these Bylaws, or required by applicable law. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares ▇▇▇▇▇▇ held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series particular class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the By-Laws these Bylaws to be taken by Shareholders as to such class or series. Nothing in these Bylaws or the Declaration of Trust shall restrict the power of the Trustees to terminate any series or class of Shares by written notice to the Shareholders thereofof such series or class, whether or not such Shareholders have voted (or are proposed to vote) with respect to a merger, reorganization, sale of assets, or similar transaction involving such series or class of Shares. For the avoidance of doubt, the foregoing shall not prevent or limit the application to any Shareholder of any voting, share ownership or similar limitations or requirements set forth in these Bylaws or the Declaration of Trust. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued and outstanding, if any, shall be treated as a single class.

Voting Powers. The Subject to the voting powers of one or more classes or series 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 of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 1, (iii) with respect to any Manager as provided in Article IV, section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any merger, consolidation or sale of assets of the Trust to the extent and as provided in Article IX, Section 5, (vi) with respect to any conversion of the Trust as provided in Article IX, Section 6, (vii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 89, (iiiviii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (viix) with respect to such additional matters relating to the Trust as may be required by 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 state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series any class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by the Shareholders thereofas to such class or series.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, of this Declaration of Trust; provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) for the removal of Trustees as provided in Article IV, Section 6, (iii) with respect to any Manager as provided in Article IV, Section 5, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 89, (iiiv) with respect to the same extent a consolidation, merger or certain sales of assets as the stockholders of a Massachusetts business corporation as to whether or not a court actionprovided in Article IX, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the ShareholdersSect ion 5, (ivvi) with respect to the termination of the Trust or any Series or class to the extent and a series of Shares as provided in Article VIIIIX, Section 46, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, the or t he By-Laws of the Trust or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal (except that in the election of Trustees said vote may be cast for as many persons as there are Trustees to the net asset value of the share (or be elected), and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, o n any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series, except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual series and (ii ) when the Trustees have determined that the matter affects only the interests of one or more series or class, or as otherwise required by applicable law, then only Shareholders of such series or class shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving pro ving invalidity shall rest on the challenger. At any time when no Until Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the any By-Laws of the Trust to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIII, Section 8, (iii) to the same extent as the stockholders of a Massachusetts business corporation provided in Article III, Section 9 as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws Bylaws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each The number of votes that each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on vote as to any matter on which it is entitled to vote equal to shall be as specified in the net asset value of the share (or fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would be entitled to 10.5 votes)Bylaws. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class are outstanding the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by the Shareholders thereof.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 11 and Article V of the Declaration of Trust, provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) with respect to any Adviser or Sub-Adviser as provided in Article IV, Section 6 of the Declaration of Trust to the extent required by the Investment Company Act of 1940 and the rules and regulations thereunder, (iii) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust, (iv) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of the Declaration of Trust, (iiiv) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these By-Laws laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. On any matter submitted to a vote of Shareholders all Shares of the Trust then entitled to vote shall be voted by individual series, except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual series and (ii) when the Trustees have determined that the mater affects only the interests of one or more series, then only Shareholders of such series shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the these By-Laws laws to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall hall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 11 of the Declaration of Trust, provided, however, that not meeting of Shareholders is required to be called for the purpose of electing Trustee unless and until suck time as less than a majority of the Trustees have been elected by the shareholders, (ii) with respect to any amendment Manager or Sub-Manager as provided in Article IV, Section 6 of the Declaration of Trust to the extent required by the Investment Company Act of 1940 and the rules and regulations thereunder (iii) with respect to an termination of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 84 of the Declaration of Trust, (iiiiv) with respect to any amendment of the Declaration of Trust to the extent and-as provided in Article IX, Section 7 of the Declaration of Trust, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not hot be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these By-Laws laws or any registration of the Trust with the Commission (or any successor agency) or any stateState, or as the Trustees Trustee may consider necessary or desirable. Each whole share (or Share shall be entitled to one vote and each fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on proportionate fractional vote. On any matter on which it is submitted to a vote of Shareholders all Shares of the Trust then entitled to vote equal to shall be voted by individual series, except (i) when required by the net asset value 1940 Act, Shares shall be voted in the aggregate and not by individual series and (ii) when the Trustees have determined that the matter affects only the interests of the share (one or fractional share) in United States dollars determined at the close more series, then only Shareholders of business on the record date (for example, a share having a net asset value of $10.50 would such series shall be entitled to 10.5 votes)vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series or class are outstanding issued, the Trustees may exercise all rights right of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the these By-Laws laws to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, of this Declaration of Trust; provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) for the removal of Trustees as provided in Article IV, Section 6, (iii) with respect to any Manager as pro- vided in Article IV, Section 5, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 89, (iiiv) with respect to the same extent a consolidation, merger or certain sales of assets as the stockholders of a Massachusetts business corporation as to whether or not a court actionprovided in Article IX, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the ShareholdersSection 5, (ivvi) with respect to the termination of the Trust or any Series or class to the extent and a series of Shares as provided in Article VIIIIX, Section 46, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the By-Laws of the Trust or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal (except that in the election of Trustees said vote may be cast for as many persons as there are Trustees to the net asset value of the share (or be elected), and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series, except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual series and (ii) when the Trustees have determined that the matter affects only the interests of one or more series or class, or as otherwise required by applicable law, then only Shareholders of such series or class shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more ▇▇▇▇ persons shall be valid if executed by any one of them them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the any By-Laws of the Trust to be taken by the Shareholders thereofShareholders.

Voting Powers. Except as otherwise set forth herein or otherwise provided by law, the Shareholders of the Trust shall take action by the affirmative vote of the majority of the Common Shares and the Preferred Shares, voting as a single class. Each Share of the Trust shall be entitled to one vote. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 13.1, (ii) with respect to any contract with a Contracting Party as provided in Section 3.3 as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any termination or reorganization of the Trust to the extent and as provided in Sections 7.1 and 7.2, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIII, Section 87.3, (iiiv) with respect to the conversion of the Trust to Open-end status to the extent and as provided in Section 7.4, (vi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders; provided, (iv) with respect however, that a Shareholder of a particular class or series shall not be entitled to the termination bring any derivative or class action on behalf of any other class or series of the Trust or any Series or class to the extent and as provided in Article VIIITrust, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws Laws, any resolution of the Board of Trustees which authorizes the issuance of Preferred Shares or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws shall be entitled to a number of votes on any matter on which it is entitled to vote equal to the net asset value of the share (or fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would be entitled to 10.5 votes). There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 1, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust and to the extent and as provided in Article IX, Section 4, (v) with respect to any sale, lease or exchange of all or substantially all of the property and assets of the Trust or any merger or consolidation of the Trust with any other trust or corporation, to the extent and as provided in Article IV, Section 3, (vi) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87, (iiivii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (viviii) with respect to such additional matters relating to the Trust as may be required by 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 state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have ▇▇▇▇▇ ▇▇ve power to vote only only: (ia) for the election or removal of Trustees as provided in Article IV, Section 1; (b) with respect to any investment advisor or manager as provided in Article IV, Section 5 to the extent required by the 1940 Act; (iic) with respect to any termination or reorganization of the Trust or any series thereof to the extent and as provided in Article X, Section 1; (d) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIX, Section 84 or Article IV, Section 1(i); (iiie) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 ; and (vif) with respect to such additional matters relating to the Trust as may be required by law, the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Nothing contained herein shall be construed as requiring approval of Shareholders for any transaction, whether deemed a reorganization, merger, consolidation or otherwise whereby the Trust issues shares in connection with the acquisition of assets (including those subject to liabilities) from any other investment company or similar entity. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the and each fractional share (or fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would shall be entitled to 10.5 votes)a proportionate fractional vote except that Shares held in the treasury (if any) of the Trust shall not be voted. Notwithstanding any other provision of the Declaration of Trust, on any matter submitted to a vote of Shareholders all Shares of the Trust then entitled to vote shall be voted by individual series and not in the aggregate, except as provided in Sections 1(b)(i)(5) and 1(b)(ii) of Article III. There shall be no cumulative voting in the election of TrusteesTrustees or on any matter submitted to a vote by Shareholders. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to the exercise of the proxy the Trust receives a specific written notice to the contrary contract from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-By- Laws to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have power to vote --------- ------------- only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) with respect to any manager as provided in Article IV, Section 8, (iii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIII, Section 89, (iiiiv) to the same extent as the stockholders of a Massachusetts Pennsylvania business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (ivv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (vvi) with respect to remove Trustees from office any merger, consolidation, sale of assets, or incorporation of the Trust or any Series to the extent and as provided in Article VVIII, Section 7 Sections 6 and 7, hereof, and (vivii) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws Bylaws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the and each fractional share (or fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would shall be entitled to 10.5 votes)a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise exercise, and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class are outstanding outstanding, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may may, with respect to that Series or class Series, take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have power to vote only --------- ------------- (i) for the election of Trustees as provided in Article IV, Section 1, (ii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 8, (iii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIIIIX, Section 4, and (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws Bylaws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class Class are outstanding outstanding, the Trustees may exercise all rights of Shareholders of that Series or class Class with respect to matters affecting that Series or class Class and may with respect to that Series or class Class take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1l of the Declaration of Trust, provided, however, that no meeting of shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the shareholders, (ii) with respect to any Manager or Sub-Manager as provided in Article IV, Section 6 of the Declaration of Trust to the extent required by the Investment Company Act and the rules and regulations thereunder, (iii) with respect to a termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust, (iv) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of the Declaration of Trust, (iiiv) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholdersshareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the and each fractional share (or fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would shall be entitled to 10.5 votes)a proportionate fractional vote. On any matter submitted to a vote of shareholders all shares of the Trust then entitled to vote shall be voted by individual series, except (i) when required by the Investment Company Act, shares shall be voted in the aggregate and not by individual series and (ii) when the Trustees have determined that the matter affects only the interests of one or more series, then only shareholders of such series shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares for ▇▇▇▇▇▇ held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class Until shares are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class shareholders and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the those By-Laws to be taken by the Shareholders thereofshareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of the Declaration of Trust, (iiivi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the By-Laws these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votesa proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law (including any voting, Share ownership or similar limitations or requirements that may apply to a Shareholder). Shares of the Trust then entitled to vote shall be voted by individual series except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual series, (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes of Shares, then only Shareholders of such series or classes of Shares shall be entitled to vote thereon, and (iii) as otherwise provided in the Declaration of Trust, provided in these Bylaws, or required by applicable law. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series particular class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the By-Laws these Bylaws to be taken by Shareholders as to such class or series. For the avoidance of doubt, the foregoing shall not prevent or limit the application to any Shareholder of any voting, share ownership or similar limitations or requirements set forth in these Bylaws or the Declaration of Trust. Nothing in these Bylaws or the Declaration of Trust shall restrict the power of the Trustees to terminate any series or class of Shares by written notice to the Shareholders thereofof such series or class, whether or not such Shareholders have voted (or are proposed to vote) with respect to a merger, reorganization, sale of assets, or similar transaction involving such series or class of Shares.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 11 of the Declaration of Trust, provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as may be required by the 1940 Act, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 6 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to the termination of the Trust or any series or class of Shares to the extent and as provided in Article IX, Section 4 of the Declaration of Trust, (iv) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 88 of the Declaration of Trust, (iiiv) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the By-Laws these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or vote, and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share will be entitled to 10.5 votes)a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series, except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual series and (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes of Shares, then only Shareholders of such series or class shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise exercise, and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series series or class are outstanding the Trustees may exercise all rights of Shareholders of that Series series or class with respect to matters affecting that Series series or class and may with respect to that Series series or class take any action required by law, this the Declaration of Trust or the By-Laws these Bylaws to be taken by the Shareholders thereof. Nothing in the Declaration of Trust or these Bylaws shall restrict the power of the Trustees to terminate any series or class of Shares by written notice to the Shareholders of such series, whether or not such Shareholders have voted (or are proposed to vote) with respect to a merger, reorganization, sale of assets, or similar transaction involving such series or class of Shares.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) with respect to any Manager as provided in Article IV, Section 8, (iii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIII, Section 89, (iiiiv) to the same extent as the stockholders of a Massachusetts Pennsylvania business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (ivv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (vvi) with respect to remove Trustees from office any merger, consolidation, sale of assets, or incorporation of the Trust or any Series to the extent and as provided in Article VVIII, Section 7 Sections 6 and 7, hereof, and (vivii) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws Bylaws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the and each fractional share (or fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would shall be entitled to 10.5 votes)a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise exercise, and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class are outstanding outstanding, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may may, with respect to that Series or class Series, take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIII, Section 8, (iii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class Class to the extent and as provided in Article VIII, Section 4, and (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class Class are outstanding the Trustees may exercise all rights of Shareholders of that Series or class Class with respect to matters affecting that Series or class Class and may with respect to that Series or class Class take any action required by law, this Declaration of Trust or the By-By- Laws to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 11 of the Declaration of Trust, provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) with respect to any Manager or subadviser as provided in Article IV, Section 6 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust, (iv) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of the Declaration of Trust, (iiiv) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the By-Laws these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. On any matter submitted to a vote of Shareholders all Shares of the Trust then entitled to vote shall be voted by individual series, except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual series and (ii) when the Trustees have determined that the matter affects only the interests of one or more series, then only Shareholders of such series shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the By-Laws these Bylaws to be taken by Shareholders. Nothing in these Bylaws or the Declaration of Trust shall restrict the power of the Trustees to terminate any series or class of Shares by written notice to the Shareholders thereofof such series, whether or not such Shareholders have voted (or are proposed to vote) with respect to a merger, reorganization, sale of assets, or similar transaction involving such series or class of Shares.

Voting Powers. The Subject to the provisions of Article 3, Section 6(d), the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV4, Section 1, (ii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIII, Section 8, (iii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iviii) with respect to the termination termination; of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (viiv) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class are outstanding outstanding, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class Series, take any action required by law, this Declaration of Trust or the By-Laws Laws, to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, of this Declaration of Trust; provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) for the removal of Trustees as provided in Article IV, Section 6, (iii) with respect to any Manager as provided in Article IV, Section 5, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 89, (iiiv) with respect to the same extent a consolidation, merger or certain sales of assets as the stockholders of a Massachusetts business corporation as to whether or not a court actionprovided in Article IX, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the ShareholdersSection 5, (ivvi) with respect to the termination of the Trust or any Series or class to the extent and a series of Shares as provided in Article VIIIIX, Section 46, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the By-Laws of the Trust or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal (except that in the election of Trustees said vote may be cast for as many persons as there are Trustees to the net asset value of the share (or be elected), and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series, except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual series and (ii) when the Trustees have determined that the matter affects only the interests of one or more series or class, or as otherwise required by applicable law, then only Shareholders of such series or class shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares ▇▇▇▇▇▇ held in the name of two or more persons shall be valid if executed by any one of them them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the any By-Laws of the Trust to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, 2.2 hereof or as required by Section 16(a) of the 1940 Act; (ii) with respect to any investment advisory or management contract as provided in Section 4.1; (iii) with respect to termination of the Trust as provided in Section 9.2; (iv) with respect to any amendment of this the Declaration to the extent and as provided in Section 9.3; (v) with respect to any merger, consolidation or sale of assets as provided in Section 9.4; (vi) with respect to incorporation of the Trust to the extent and as provided in Article VIII, Section 8, 9.5.; (iiivii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 ; and (viviii) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trustthe Amended Declaration, the By-Laws Bylaws, the 1940 Act or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except that Shares held in the treasury of the Trust shall not be voted and that the Trustees may, in conjunction with the establishment of any series of Shares, establish conditions under which the several series shall have separate voting rights or no voting rights. There shall be no cumulative voting in the election of Trustees. Until Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the By-Laws Bylaws to be taken by the Shareholders thereofShareholders. The Bylaws may include further provisions for Shareholders' votes and meetings and related matters.

Voting Powers. The Shareholders shall have power to vote only (i) ------------- for the election or removal of Trustees as provided in Article IV, Section 1Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or subadviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of the Declaration of Trust, (iiivi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the By-Laws these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration of Trust or in respect of the terms of a class of preferred shares of beneficial interest as reflected in these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder's name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series particular class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the By-Laws these Bylaws to be taken by the Shareholders thereofas to such class or series.

Voting Powers. The Subject to the voting powers of one or more classes or series 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 of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 1, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any merger, consolidation or sale of assets of the Trust to the extent and as provided in Article IX, Section 5, (vi) with respect to any conversion of the Trust as provided in Article IX, Section 6, (vii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 89, (iiiviii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (viix) with respect to such additional matters relating to the Trust as may be required by 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 state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series any class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by the Shareholders thereof.as to such class or series. Voting Power and Meetings

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or subadviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 5 of the Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 5 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 88 of the Declaration of Trust, (iiivi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the By-Laws these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration of Trust or in respect of the terms of a class or series of preferred shares of beneficial interest of the Trust as reflected in these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one anyone of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one anyone of them. The placing of a Shareholder's name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series particular class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the By-Laws these Bylaws to be taken by the Shareholders thereofas to such class or series.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 8, (iii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIIIIX, Section 4, and (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons m▇▇▇ ▇ersons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class are outstanding outstanding, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 11 of this Declaration of Trust, provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 88 of this Declaration of Trust, (iii) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of this Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust if the Trustees exercise their right to terminate the Trust pursuant to Article IX, Section 4 of this Declaration of Trust), (iv) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or Series thereof or the ShareholdersShareholders (provided, however, that a Shareholder of a particular Series shall not be entitled to a derivative or class action on behalf of any other Series (ivor Shareholder of any other Series) with respect to the termination of the Trust or any Series or class to the extent Trust), and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by law, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the By-Laws, be voted in the aggregate as a single class without regard to Series or Classes of Shares, except that (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more Series or Classes of Shares materially differently, Shares shall be voted by individual Series or Class and (2) when the matter affects only the interests of one or more Series or Classes, only Shareholders of such Series or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action permitted or required of the Shareholders by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders thereofLaws.

Voting Powers. The Subject to the voting powers of one or more classes or series of Shares as set forth in the By-Laws, the Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, (ii) with respect to any Adviser as provided in Article IV, Section 7, (iii) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87, (iiiv) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by law, this Declaration of Trust, the By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except as otherwise provided in the By-Laws. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the By-Laws or required by law, be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series particular class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders thereofas to such class or series.

Voting Powers. The Subject to the provisions of Article III, Section 7(d), the Shareholders shall have power to vote only (i) for the election or removal of Trustees Directors as provided in Article IV, Section 1, IV and (ii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIII, Section 8, (iii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any 17 18 successor agency) or any state, or as the Trustees Directors may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. There shall be no cumulative voting in the election of TrusteesDirectors. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At The By-Laws may provide that proxies may also, or may instead, be given by any time when no Shares electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, in the event a proposal by anyone other than the officers or Directors of the Trust is submitted to a vote of the shareholders of one or more Series or class Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Directors of the Trust, Shares may be voted only in person or by written proxy at a meeting. Until Shares are outstanding issued, the Trustees Directors may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have power to vote only (ia) for the election or removal of Trustees as provided in Article IV, Section 1Sections 4.1.(c) and (e) hereof, (iib) 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, (c) with respect to any reorganization of the Trust or any Fund but only to the extent and as provided in Section 9.2. hereof, (d) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIII, Section 87.1., (iiie) on any amendment as may be required by law or by the Trust’s Registration Statement under the Securities Act of 1933, (f) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any Fund, or the ShareholdersShareholders of any of them (provided, (iv) with respect that no Shareholder shall be entitled to the termination of the Trust or any Series maintain a derivative or class to action only on behalf of a Fund (or the extent and as provided in Article VIIIShareholders thereof) of which he or she is the record owner of outstanding Shares), Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vig) 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 stateState, or as the Trustees may consider necessary or desirable. Each whole share If and to the extent that the Trustees shall determine that such action is required by law or by this Declaration, they shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Fund entitled to vote thereon; provided, that (x) when expressly required by the 1940 Act or fractional shareother 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 (y) outstanding on when the record date established in accordance with Trustees determine that any matter to be submitted to a vote of Shareholders affects only the Byrights or interests of Shareholders of one or more but not all Funds, or of one or more but not all Classes of a single Fund (including without limitation the rights or interests of Shareholders under any distribution plan pursuant to Rule 12b-Laws l under the 1940 Act applicable to any such Fund or Class (a “Plan”)), then only the Shareholders of the Funds or Classes so affected shall be entitled to a number of votes on any matter on which it is entitled to vote equal to thereon. Without limiting the net asset value generality of the share (foregoing, and except as required by the 1940 Act or fractional share) in United States dollars determined at other law, the close Shareholders of business on the record date (for example, a share having a net asset value of $10.50 would be entitled to 10.5 votes). There each Class shall be no cumulative have exclusive voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy rights with respect to Shares held in the name provisions of two or more persons shall be valid if executed by any one of them unless at or prior Plan applicable to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class are outstanding the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders thereofsuch Class.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 11 and Article V of the Declaration of Trust, provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) with respect to any amendment Manager or Sub-Adviser as provided in Article IV, Section 6 of the Declaration of Trust to the extent required by the Investment Company Act of 1940 and the rules and regulations thereunder, (iii) with respect to any termination of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 84 of the Declaration of Trust, (iiiiv) with respect to any amendment of the Declaration of Trust to the extent as provided in Article IX, Section 7 of the Declaration of Trust, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these By-Laws laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. On any matter submitted to a vote of Shareholders all Shares of the Trust then entitled to vote shall be voted by individual series, except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual series and (ii) when the Trustees have determined that the matter affects only the interests of one or more series, then only Shareholders of such series shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the these By-Laws laws to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) ------------- for the election of Trustees as provided in Article IV, Section 11 of the Declaration of Trust, provided, however, that no meeting of Shareholders is -------- ------- required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) with respect to any Manager or Sub-Manager as provided in Article IV Section 6 the Declaration of Trust to the extent required by the Investment Company Act of 1940 and the rules and regulations thereunder, (iii) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust, (iv) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of the Declaration of Trust, (iiiv) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the these By-Laws laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. On any mater submitted to a vote of Shareholders all Shares of the Trust then entitled to vote shall be voted by individual series, except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual series and (ii) when the Trustees have determined that the matter affects only the interests of one or more series, then only Shareholders of such series shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the these By-Laws laws to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1Sections 1 and 3 of the Declaration of Trust and Exhibit 1 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust and Exhibit 1 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust and Exhibit 1 hereto (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) and (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of the Declaration of Trust and Exhibit 1 hereto, (iiivi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the By-Laws these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration of Trust or these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares S▇▇▇▇▇ held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series particular class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the By-Laws these Bylaws to be taken by Shareholders as to such class or series. For purposes of this Article 10, all preferred shares of beneficial interest of the Shareholders thereofTrust issued and outstanding, including, without limitation, the RVMTP Shares, shall be treated as a single class.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1Sections 1 and 3 of the Declaration of Trust and Exhibits 1 and 2 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust and Exhibits 1 and 2 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of the Declaration of Trust and Exhibits 1 and 2 hereto, (iiivi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the By-Laws these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. Shares of the Trust then entitled to vote shall be voted by individual series except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual series, (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes of Shares, then only Shareholders of such series or classes of Shares shall be entitled to vote thereon, and (iii) as otherwise provided in the Declaration of Trust, provided in these Bylaws, or required by applicable law. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series particular class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the By-Laws these Bylaws to be taken by Shareholders as to such class or series. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued and outstanding, including, without limitation, the RVMTP Shares, shall be treated as a single class. Nothing in these Bylaws or the Declaration of Trust shall restrict the power of the Trustees to terminate any series or class of Shares by written notice to the Shareholders thereofof such series or class, whether or not such Shareholders have voted (or are proposed to vote) with respect to a merger, reorganization, sale of assets, or similar transaction involving such series or class of Shares.

Voting Powers. The Subject to the voting powers of one or more classes or series 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 of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 1, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any merger, consolidation or sale of assets of the Trust to the extent and as provided in Article IX, Section 5, (vi) with respect to any conversion of the Trust to the extent and as provided in Article IX, Section 6(a), (vii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 89, (iiiviii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (viix) with respect to such additional matters relating to the Trust as may be required by 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 state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series any class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by the Shareholders thereofas to such class or series.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, 2.13; (ii) with respect to any investment advisory contract entered into pursuant to Section 3.2 submitted to shareholders for their approval; (iii) with respect to termination of the Trust or a Series or Class thereof as provided in Section 8.2; (iv) with respect to any amendment of this Declaration to the limited extent and as provided in Section 8.3; (v) with respect to a merger, consolidation or sale of assets as provided in Section 8.4; (vi) with respect to incorporation of the Trust to the extent and as provided in Article VIII, Section 8, 8.5; (iiivii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or a Series thereof or the Shareholders, Shareholders of either; (ivviii) with respect to the termination of the Trust any plan adopted pursuant to Rule 12b-1 (or any Series or class to successor rule) under the extent 1940 Act, and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 related matters; and (viix) with respect to such additional matters relating to the Trust as may be required by this Declaration of TrustDeclaration, the By-Laws 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. Each As determined by the Trustees without the vote or consent of shareholders, on any matter submitted to a vote of Shareholders either (i) each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal and each fractional Share shall be entitled to the a proportionate fractional vote or (ii) each dollar of net asset value (number of the share (or fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a Shares owned times net asset value per share of $10.50 would such Series or Class, as applicable) shall be entitled to 10.5 votes)one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. The Trustees may, in conjunction with the establishment of any further Series or any Classes of Shares, establish conditions under which the several Series or Classes of Shares shall have separate voting rights or no voting rights. There shall be no cumulative voting in the election of Trustees. Until Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws laws to be taken by the Shareholders thereofShareholders. The By-laws may include further provisions for Shareholders’ votes and meetings and related matters.

Voting Powers. The Shareholders shall have the power to vote only (i) for the election of Trustees as provided in Article IVII, Section 1, 2.2; (ii) for the removal of Trustees as provided in Article II, Section 2.3(d); (iii) with respect to any investment adviser as provided in Article IV, Section 4.1; (iv) with respect to the merger, consolidation and sale of assets of the Trust as provided in Article XI, Section 11.3; (v) with respect to the amendment of this Declaration of Trust to the extent and as provided in Article VIIIXI, Section 8, 11.4; (iiivi) to the same extent as the stockholders Shareholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the ShareholdersShareholders (provided, however, that a shareholder of a particular Portfolio shall not be entitled to a derivative or class action on behalf of any other Portfolio (ivor shareholders of any other Portfolio) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 Trust); and (vivii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of TrustDeclaration, or the By-Laws or any registration laws of the Trust with or any regulation of the Trust, by the Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each Any matter affecting a particular Portfolio, including without limitation, matters affecting the investment advisory arrangements or investment policies or restrictions of a Portfolio, if required by law, shall not be deemed to have been effectively acted upon unless approved by the required vote of the Shareholders of such Portfolio if required by law. Unless otherwise required by law, each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or vote, and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Until Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action to be taken by Shareholders which is required or permitted by law, this Declaration or any By-laws of Trust the Trust. Shareholders of each portfolio shall vote separately as class on any matter except, consistent with the Investment Company Act of 1940, as amended (the"Act") and the rules and the Trust's registration statement thereunder, (i) the election of Trustees, (ii) any amendment of the Declaration of Trust, unless the amendment affects fewer than all classes, in which case shareholders of the affected classes shall vote separately, and (iii) ratification of the selection of auditors. In each case of such separate voting, the Trustees shall determine whether, for the matter to be effectively acted upon within the meaning of Rule 18f-2 under the Act or any successor rule as to a portfolio, the applicable percentage (as specified in the Declaration of Trust, or the By-Laws Act and the rules thereunder) of the Shares of that portfolio alone must be voted in favor of the matter, or whether the favorable vote of such applicable percentage of the Shares of each Portfolio entitled to be taken by vote on the Shareholders thereofmatter is required.

Voting Powers. The Shareholders shall have power to vote only (i) for the election removal of Trustees as provided in Article IV, Section 12.2 hereof, (ii) with respect to any investment advisory or management contract as provided in Section 4.1 hereof, (iii) with respect to termination of the Trust as provided in Section 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIII, Section 89.3 hereof, (iiiv) with respect to any merger, consolidation or sale of assets as provided in Sections 9.4 and 9.6 hereof, (vi) with respect to incorporation of the Trust or any series to the extent and as provided in Sections 9.5 and 9.6 hereof, (vii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (viviii) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trustthe Declaration, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except that Shares held in the treasury of the Trust shall not be voted. There shall be no cumulative voting in the election of Trustees. Until Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the By-Laws to be taken by the Shareholders thereofShareholders. The By-Laws may include further provisions for Shareholder votes and meetings and related matters.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4(b) of the Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4(b) of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of the Declaration of Trust, (iiivi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the By-Laws these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration of Trust or in respect of the terms of a class of preferred shares of beneficial interest of the Trust as reflected in these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares ▇▇▇▇▇▇ held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series particular class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the By-Laws these Bylaws to be taken by the Shareholders thereofas to such class or series.

Voting Powers. The Shareholders shall have power to vote only only: (ia) for the election or removal of Trustees as provided in Article IV, Section 1; (b) with respect to any investment adviser or manager as provided in Article IV, Section 6; (iic) with respect to any termination or reorganization of the Trust to the extent and as provided in Article IX, Section 1; (d) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 8, 4; (iiie) with respect to any conversion of the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 ; and (vig) with respect to such additional matters relating to the Trust as may be required by law, the 1940 Act, this Declaration of Trust, the By-Laws or Laws, any resolution of the Trustees which authorizes the issuance of a class of shares of beneficial interest other than Common Shares, any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. In addition, the holders of any Notes issued under Article IV, Section 2(1) shall have the power to vote only with respect to such matters as may be required by law, the 1940 Act or any resolution of the Trustees which authorizes the issuance of such Notes. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share and each Note shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares and Notes may be voted in person or by proxy. A proxy with respect to Shares or Notes held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to the exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder or the holder of a Note shall be deemed declared valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or by the By-Laws to be taken by the Shareholders thereof.Shareholders. SHAREHOLDERS' MEETINGS

Voting Powers. The Subject to the provisions of Article III, Section 6(d), the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIII, Section 8, (iii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iviii) with respect to the termination of the Trust or any Series or class Class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (viiv) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class Class are outstanding outstanding, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class Class, take any action required by law, this Declaration of Trust or the By-Laws Laws, to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 8, (iii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class Class to the extent and as provided in Article VIIIIX, Section 4, and (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. To the extent that the 1940 Act or Massachusetts law is amended by rule, regulation, order, or no-action letter to eliminate or limit Shareholders' right to vote on any specific matter, the Shareholders' right to vote shall be deemed to be amended, modified or interpreted in accordance therewith without further approval by the Trustees or the Shareholders. Shares may be voted in person or by proxyproxy or by any manner authorized by the Trustees. Unless the Trustees declare otherwise, proxies may be given by any electronic or telecommunications device, including telefax, telephone or through the Internet, but if a proposal by anyone other than the officers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees, Shares may be voted only in person or by written proxy unless the Trustees specifically authorize other permissible methods of transmission. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class Class are outstanding outstanding, the Trustees may exercise all rights of Shareholders of that Series or class Class with respect to matters affecting that Series or class Class and may with respect to that Series or class Class take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of the Declaration of Trust, (iiivi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the By-Laws these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except as otherwise provided in the Declaration of Trust or these Bylaws, or as required by applicable law. Except as otherwise provided in the Declaration of Trust or required by applicable law, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series particular class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the By-Laws these Bylaws to be taken by the Shareholders thereofas to such class or series.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, of this Declaration of Trust; provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) for the removal of Trustees as provided in Article IV, Section 6, (iii) with respect to any Manager as provided in Article IV, Section 5, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 89, (iiiv) with respect to the same extent a consolidation, merger or certain sales of assets as the stockholders of a Massachusetts business corporation as to whether or not a court actionprovided in Article IX, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the ShareholdersSection 5, (ivvi) with respect to the termination of the Trust or any Series or class to the extent and a series of Shares as provided in Article VIIIIX, Section 46, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the By-Laws of the Trust or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal (except that in the election of Trustees said vote may be cast for as many persons as there are Trustees to the net asset value of the share (or be elected), and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series, except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual series and (ii) when the Trustees have determined that the matter affects only the interests of one or more series or class, or as otherwise required by applicable law, then only Shareholders of such series or class shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the any By-Laws of the Trust to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have power to vote only only: (ia) for the election or removal of Trustees as provided in Article IV, Section 1; (b) with respect to any investment adviser or manager as provided in Article IV, Section 6; (iic) with respect to any termination or reorganization of the Trust to the extent and as provided in Article IX, Section 1; (d) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 84; (e) with respect to any conversion of the Trust as provided in Article IX, Section 5; (iiif) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 ; and (vig) with respect to such additional matters relating to the Trust as may be required by law, the 1940 Act, this Declaration of Trust, the By-Laws or Laws, any resolution of the Trustees which authorizes the issuance of a class of shares of beneficial interest other than Common Shares, any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to the exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed declared valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or by the By-Laws to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, 2.13; (ii) with respect to any investment advisory contract entered into pursuant to Section 3.2 submitted to shareholders for their approval; (iii) with respect to termination of the Trust or a Series or Class thereof to the extent and as provided in Section 8.2; (iv) with respect to any amendment of this Declaration to the limited extent and as provided in Section 8.3; (v) with respect to a merger, consolidation or sale of assets to the extent and as provided in Section 8.4; (vi) with respect to incorporation of the Trust to the extent and as provided in Article VIII, Section 8, 8.5; (iiivii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or a Series thereof or the Shareholders, Shareholders of either in accordance with Section 10.6; (ivviii) with respect to the termination of the Trust any plan adopted pursuant to Rule 12b-1 (or any Series or class to successor rule) under the extent 1940 Act, and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 related matters; and (viix) with respect to such additional matters relating to the Trust as may be required by this Declaration of TrustDeclaration, the By-Laws 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. Each As determined by the Trustees without the vote or consent of shareholders, on any matter submitted to a vote of Shareholders either (i) each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal and each fractional Share shall be entitled to the a proportionate fractional vote or (ii) each dollar of net asset value (number of the share (or fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a Shares owned times net asset value per share of $10.50 would such Series or Class, as applicable) shall be entitled to 10.5 votes)one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. The Trustees may, in conjunction with the establishment of any further Series or any Classes of Shares, establish conditions under which the several Series or Classes of Shares shall have separate voting rights or no voting rights. There shall be no cumulative voting in the election of Trustees. Until Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws laws to be taken by the Shareholders thereofShareholders. The By-laws may include further provisions for Shareholders’ votes and meetings and related matters.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, of this Declaration of Trust; provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) for the removal of Trustees as provided in Article IV, Section 6, (iii) with respect to any Manager as pro- vided in Article IV, Section 5, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 89, (iiiv) with respect to the same extent a consolidation, merger or certain sales of assets as the stockholders of a Massachusetts business corporation as to whether or not a court actionprovided in Article IX, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the ShareholdersSection 5, (ivvi) with respect to the termination of the Trust or any Series or class to the extent and a series of Shares as provided in Article VIIIIX, Section 46, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the By-Laws of the Trust or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal (except that in the election of Trustees said vote may be cast for as many persons as there are Trustees to the net asset value of the share (or be elected), and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series, except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual series and (ii) when the Trustees have determined that the matter affects only the interests of one or more series or class, or as otherwise required by applicable law, then only Shareholders of such series or class shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the any By-Laws of the Trust to be taken by the Shareholders thereofShareholders.

Voting Powers. The Subject to the voting powers of one or more classes or series 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 of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 1, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any merger, consolidation or sale of assets of the Trust to the extent and as provided in Article IX, Section 5, (vi) with respect to any conversion of the Trust as provided in Article IX, Section 6, (vii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 89, (iiiviii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (viix) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, 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 Trustee may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At Until shares of any time when no Shares of a Series class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by the Shareholders thereofas to such class or series.

Voting Powers. The Shareholders Subject to the voting powers of one or more classes or series of Shares as set forth in this Declaration of Trust or in the Bylaws, the Shareholder shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 1, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any merger, consolidation or sale of assets of the Trust to the extent and as provided in Article IX, Section 5, (vi) with respect to any conversion of the Trust as provided in Article IX, Section 6, (vii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 89, (iiiviii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (viix) with respect to such additional matters relating to the Trust as may be required by 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 state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At Until shares of any time when no Shares of a Series class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by the Shareholders thereofas to such class or series.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) with respect to any Manager as provided in Article IV, Section 6, (iii) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (iv) with respect to any merger, consolidation or sale of assets of the Trust to the extent and as provided in Article IV, Section 5, (v) with respect to any conversion of the Trust as provided in Article IX, Section, 6, (vi) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 89, (iiivii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (viviii) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws Bylaws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 1, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4,(v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87, (iiivi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws Bylaws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual Series, except (1) when required by the 1940 Act or any Rules or Orders thereunder, Shares shall be voted in the aggregate and not by individual Series; and (2) when the Trustees have determined that the matter affects only the interests of one or more Series, then only Shareholders of such Series shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares S▇▇▇▇▇ held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4(b) of the Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4(b) of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of the Declaration of Trust, (iiivi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the By-Laws these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any -7- successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration of Trust or in respect of the terms of a class of preferred shares of beneficial interest of the Trust as reflected in these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder's name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series particular class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the By-Laws these Bylaws to be taken by the Shareholders thereofas to such class or series.

Voting Powers. The Subject to the provisions of Article III, Section 7(c), Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, and (ii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIII, Section 8, (iii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws Laws, the 1940 Act or any registration statement of the Trust filed with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote as to any matter on which it is entitled to vote. There To the extent that the 1940 Act or Delaware law is amended by rule, regulation, order, or no-action letter to eliminate or limit Shareholders' right to vote on any specific matter, the Shareholders' right to vote shall be no cumulative voting deemed to be amended, modified or interpreted in accordance therewith without further approval by the election of TrusteesTrustees or the Shareholders. Shares may be voted in person or by proxyproxy or by any manner authorized by the Trustees. Unless the Trustees declare otherwise, proxies may be given by any electronic or telecommunications device, including telefax, telephone or through the Internet or any other means permissible under the Delaware Act, but if a proposal by anyone other than the officers or Trustees is submitted to a vote of the Shareholders of any Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees, Shares may be voted only in person or by written proxy unless the Trustees specifically authorize other permissible methods of transmission. A proxy with respect to Shares S▇▇▇▇▇ held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class are outstanding the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders thereof.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 11 of the Declaration of Trust, provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the shareholders, (ii) with respect to any Manager or Sub-Manager as provided in Article IV, Section 6 of the Declaration of Trust to the extent required by the Investment Company Act of 1940 and the rules and regulations thereunder (iii) with respect to an termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust, (iv) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of the Declaration of Trust, (iiiv) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this laws the Declaration of Trust, the Trusts these By-Laws laws or any registration of the Trust with the Commission (or any successor agency) or any stateState, or as the Trustees Trustee may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. On any matter submitted to a vote of Shareholders all Shares of the Trust then entitled to vote shall be voted by individual series, except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual series and (ii) when the Trustees have determined that the matter affects only the interests of one or more series, then only Shareholders of such series shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the those By-Laws laws to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders For so long as this Agreement remains in effect and subject to the exclusions and limitations set forth Section 3(b) below, the Trustee shall have power to vote only (i) for vote, or cause the election of Trustees as provided Shares held in Article IV, Section 1, (ii) with respect to any amendment of this Declaration of the Trust to the extent and as provided in Article VIII, Section 8, (iii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws shall be entitled to a number of votes on any matter on which it is entitled to vote equal to the net asset value of the share (or fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would be entitled to 10.5 votes). There shall be no cumulative voting in the election of Trustees. Shares may be voted (in person or by proxy. A proxy ), in the same proportion that the shares of Common Stock that are not subject to the Trust are actually and validly voted on such matter, excluding (for the purpose of determining such proportion) all shares of Common Stock held by any Person or “Group” that has (or based upon its beneficial ownership of Common stock should have) filed a Schedule 13D pursuant to Section 13(d) of the Exchange Act with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless Common Stock at or prior to exercise the time of the proxy the Trust receives a specific written notice relevant vote, except that, if Section 3(b) does apply to the contrary from any one of them. A proxy purporting matter upon which a vote is to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise effected and the burden Trustee receives valid and timely written voting instructions from the Stockholder delivered in accordance with Section 9(a) that have not been revoked, the Trustee shall vote, or cause the Shares subject to such voting instructions to be voted (in person or by proxy), in accordance therewith. Subject to the provisions of proving invalidity this Agreement, the Trustee shall rest on have the challenger. At any time when no Shares of a Series or class are outstanding the Trustees may exercise all rights of Shareholders of that Series or class full, exclusive and unqualified right and power to vote, to execute consents, to enter into voting agreements, and to grant proxies with respect to matters affecting that Series all of the Shares subject to this Agreement, as well as in respect of any other securities with voting rights received in respect of the Shares at any time hereafter by way of a stock dividend, distribution, conversion or class and may exchange as provided in Section 3(c), with respect to any lawful corporate action, whether or not in the ordinary course of business, and no Stockholder shall in such capacity have any rights or powers to vote such Shares or to give consents with respect to or grant proxies in respect thereof or otherwise take part in any corporate action. Without limiting the generality of the foregoing, the Stockholder (i) acknowledges that Series each Trustee, in his or class take her individual capacity, is a holder of Shares and (ii) agree that the Trustee is entitled to exercise the powers granted to such Trustee in the preceding sentence in the Trustee’s sole and absolute discretion (including in his or her own interest as a holder of Shares) without fiduciary duty of any action required by law, this Declaration kind to the Stockholder with respect to the exercise of Trust or the By-Laws to be taken by the Shareholders thereofsuch powers.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 11 of this Declaration of Trust, provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) with respect to any Manager or Sub-Adviser as provided in Article IV, Section 6 of this Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 5 of this Declaration of Trust, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 88 of this Declaration of Trust, (iiiv) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by law, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. On any matter submitted to a vote of Shareholders all Shares of the Trust then entitled to vote shall be voted by individual Series, except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series and (ii) when the Trustees have determined that the matter affects only the interests of one or more Series or Classes, then only Shareholders of such Series or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action permitted or required of the Shareholders by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders thereofLaws.

Voting Powers. The Subject to the voting powers of one or more classes or series of Shares as set forth in the By-Laws, the Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, (ii) with respect to any Adviser as provided in Article IV, Section 7, (iii) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87, (iiiv) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by law, this Declaration of Trust, the By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except as otherwise provided in the By-Laws. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the By-Laws or required by law, be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series particular class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders thereof.as to such class or series. Voting Power and Meetings

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIII, Section 8, (iii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class Class to the extent and as provided in Article VIII, Section 4, and (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares S▇▇▇▇▇ held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class Class are outstanding the Trustees may exercise all rights of Shareholders of that Series or class Class with respect to matters affecting that Series or class Class and may with respect to that Series or class Class take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders thereofShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) and (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of the Declaration of Trust and Articles 11 and 12 hereto, (iiivi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the By-Laws these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration of Trust or these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares ▇▇▇▇▇▇ held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series particular class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the By-Laws these Bylaws to be taken by the Shareholders thereofas to such class or series.

Voting Powers. The Subject to the voting powers of one or more classes or series 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 of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 1, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any merger, consolidation or sale of assets of the Trust to the extent and as provided in Article IX, Section 5, (vi) with respect to any conversion of the Trust as provided in Article IX, Section 6, (vii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 89, (iiiviii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (viix) with respect to such additional matters relating to the Trust as may be required by 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 state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. There shall be no cumulative voting Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the election of Trustees. Shares may Bylaws, be voted in person the aggregate as a single class without regard to classes or by proxy. A proxy with respect to Shares held in the name series of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class are outstanding the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders thereof.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of this the Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87 of the Declaration of Trust, (iiivi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vivii) with respect to such additional matters relating to the Trust as may be required by this law, the Declaration of Trust, the By-Laws these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration of Trust or these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder's name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series particular class or class series are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this the Declaration of Trust or the By-Laws these Bylaws to be taken by the Shareholders thereofas to such class or series.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 8, (iii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIIIIX, Section 4, and (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class are outstanding outstanding, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders thereofShareholders.

Voting Powers. The Subject to the voting powers of one or more classes or series of Shares as set forth in the By-Laws, the Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, (ii) with respect to any Adviser as provided in Article IV, Section 7, (iii) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 87, (iiiv) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (vi) with respect to such additional matters relating to the Trust as may be required by law, this Declaration of Trust, the By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote, except as otherwise provided in the By-Laws. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the By-Laws or required by law, be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Until Shares of a Series particular class or class series are outstanding the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders thereof.issued,

Voting Powers. The Shareholders shall have the power to vote only only: (ia) for the election or removal of Trustees as provided in Article IV, Section 1; (b) with respect to any investment adviser or manager as provided in Article IV, Section 6; (iic) with respect to any termination or reorganization of the Trust to the extent and as provided in Article IX, Section 1; (d) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIIIIX, Section 84; (e) with respect to any conversion of the Trust as provided in Article IX, Section 5; (iiif) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 ; and (vig) with respect to such additional matters relating to the Trust as may be required by law, the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Securities and 12 Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws Share shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the share (or and each fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would Share shall be entitled to 10.5 votes)a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to the exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest resist on the challenger. At any time when no Until Shares of a Series or class are outstanding issued, the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or by the By-Laws to be taken by the Shareholders thereofShareholders.