Common use of Quorum and Required Vote Clause in Contracts

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. Holders of at least one-third (a) Forty percent (40%1/3) of the outstanding Shares entitled to vote in person or by proxy shall constitute a Quorum for the transaction of business at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is as may otherwise be required by the 1940 Act, other applicable law, this Declaration of Trust, Trust or the By-Laws, applicable laws. Where any provision of law or of this Declaration of Trust or the requirements Bylaws permits or requires that holders of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is requiredClass shall vote as a Series or Class, forty percent then holders of at least one-third (40%1/3) of the outstanding aggregate number of Shares of each such that Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall be necessary to constitute a quorum at for the Shareholders' meeting transaction of such business by that Series or Class, except when a larger quorum is as may otherwise be required by the 1940 Act, other applicable law, this Declaration of Trust, Trust or the By-Lawslaws. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held within a reasonable time after the date set for the original meeting, applicable law without the necessity of further notice unless a new record date of the adjourned meeting is fixed or unless the requirements of any securities exchange on which Shares of such Series or Class are listed adjournment is for tradingmore than one hundred eighty (180) days from the record date for the original meeting, in which case the Board shall set a new record date. If notice of any such quorum shall comply with such requirements. (b) Subject adjourned meeting is required pursuant to the provisions preceding sentence, it shall be given to each Shareholder of Article IIIrecord entitled to vote at the adjourned meeting. At any adjourned meeting, Section 6(d), the Trust may transact any business that might have been transacted at the original meeting. Except when a quorum larger vote is present at required by the 1940 Act or other applicable law, any meetingprovision of this Declaration of Trust or the By-laws, a majority of the votes cast Shares voted in person or by proxy shall decide any questions and a plurality shall elect a Trustee. Shares shall be voted in the aggregate, except when a larger vote is required by any provision of the 1940 Act or other applicable law, this Declaration of Trust or the By-Laws laws. Shares shall be voted by individual Series or by applicable lawClass. Pursuant to Article IIIWhen the holders of any Series or Class vote as a Series or Class, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of then a majority of votes cast for approvalthe Shares of that Series or Class voted on the matter shall decide that matter insofar as that Series or Class is concerned. Shareholders may act by unanimous written consent. Actions taken by a Series or Class may be consented to unanimously in writing by Shareholders of that Series or Class.

Quorum and Required Vote. (a) Forty percent One-third (4033-1/3%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent one-third (4033-1/3%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on the approval of proposals that require a plurality for approval, or on the approval of proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. Except when a larger vote or quorum is required by any provision of law (a) Forty including, without limitation, the rules of the American Stock Exchange), this Declaration, the Bylaws or the notice of meeting forwarded to the Shareholders by the Trustees, thirty-three and one-third percent (4033.333%) of the outstanding Shares entitled to vote on a particular matter shall constitute a quorum for voting on a particular matter or the transaction of business at a Shareholders' meeting, which are present in person except that where any provision of law (including, without limitation, the rules of the American Stock Exchange), this Declaration, the Bylaws or represented the notice of meeting forwarded to the Shareholders by proxythe Trustees, requires that holders of any class or series of Shares shall constitute a quorum at the Shareholders' meetingvote as an individual class or series, except when then thirty-three and one-third percent (33.333%) (unless a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%as specified above) of the outstanding Shares of each such Series that class or Class series entitled to vote shall be necessary to constitute a quorum for the transaction of business by that class or series. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held, within a reasonable time after the date set for the original meeting, without the necessity of further notice. Except when a different vote is required by any provision of law (including, without limitation, the rules of the American Stock Exchange), this Declaration, the Bylaws or the notice of meeting forwarded to the Shareholders by the Trustees, a plurality of the quorum of Shares necessary for the transaction of business at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality of Shares voted shall elect a Trustee, except when a larger vote is required by provided that where any provision of law (including, without limitation, the rules of the American Stock Exchange), this Declaration of Trust Declaration, the Bylaws or the By-Laws notice of meeting forwarded to the Shareholders by the Trustees, requires that the holders of any class or series of Shares shall vote as an individual class or series, then a plurality of the quorum of Shares of that class or series necessary for the transaction of business by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present that class or series at a Shareholders' meeting; abstentions and broker non-votes will not be treated meeting shall decide that matter insofar as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum that class or series is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approvalconcerned.

Quorum and Required Vote. (a) Forty percent (40%) The holders of a majority of the outstanding Shares entitled to vote at a Shareholders' meeting, which are of the Trust on the record date present in person or represented by proxy, proxy shall constitute a quorum at any meeting of the Shareholders' meeting, except when a larger quorum is required by this Declaration Shareholders for purposes of Trust, the By-Laws, applicable law or the requirements of any securities exchange conducting business on which Shares are listed for trading, in which case such quorum shall comply with such requirementsa vote of all Shareholders of the Trust is being taken. When The holders of a separate vote by one or more Series or Classes is required, forty percent (40%) majority of the outstanding Shares of each such Series a class or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are classes on the record date present in person or represented by proxy, proxy shall constitute a quorum at the Shareholders' any meeting of the Shareholders of such Series class or Class, except when a larger quorum is required by this Declaration classes for purposes of Trust, the By-Laws, applicable law or the requirements of any securities exchange conducting business on which Shares a vote of Shareholders of such Series class or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions classes is being taken. The holders of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and outstanding Shares of a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust series or series on the By-Laws record date present in person or by applicable lawproxy shall constitute a quorum at any meeting of the Shareholders of such series or series for purposes of conducting business on which a vote of Shareholders of such series or series is being taken. Pursuant to Article III, Section 6(d) hereof, where Abstentions and broker non-votes will be included for purposes of determining whether a separate vote by Series and, if applicable, by Class quorum is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) present. Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes , but will not be treated as votes cast at such meetingcast. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) therefore, will have no effect on proposals that which require a plurality or majority of votes cast for approval, or but will have the same effect as a vote “against” on proposals requiring an any percentage of the outstanding voting securities of the Trust for approval. (b) Subject to any provision of applicable law, this Declaration or resolution of the Trustees specifying or requiring a greater or lesser vote requirement for the transaction of any matter of business at any meeting of Shareholders, (i) the affirmative vote of a plurality of the Shares entitled to vote for the election of any Trustee or Trustees shall be the act of such Shareholders with respect to the election of such Trustee or Trustees, (ii) the affirmative vote of a majority of votes cast for approvalthe Shares present in person or represented by proxy and entitled to vote on any other matter shall be the act of the Shareholders with respect to such matter, and (iii) where a separate vote of one or more classes or series is required on any matter, the affirmative vote of a majority of the Shares of such class or classes or series or series present in person or represented by proxy and entitled to vote on such matter shall be the act of the Shareholders of such class or classes or series or series with respect to such matter.

Quorum and Required Vote. (a) Forty percent One-third (4033-1/3%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent one-third (4033-1/3%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) The holders of a majority of the outstanding Shares entitled to vote at a Shareholders' meeting, which are of the Trust on the record date present in person or represented by proxy, proxy shall constitute a quorum at any meeting of the Shareholders' meeting, except when a larger quorum is required by this Declaration Shareholders for purposes of Trust, the By-Laws, applicable law or the requirements of any securities exchange conducting business on which Shares are listed for trading, in which case such quorum shall comply with such requirementsa vote of all Shareholders of the Trust is being taken. When The holders of a separate vote by one or more Series or Classes is required, forty percent (40%) majority of the outstanding Shares of each such Series a class or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are classes on the record date present in person or represented by proxy, proxy shall constitute a quorum at the Shareholders' any meeting of the Shareholders of such Series class or Class, except when a larger quorum is required by this Declaration classes for purposes of Trust, the By-Laws, applicable law or the requirements of any securities exchange conducting business on which Shares a vote of Shareholders of such Series class or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions classes is being taken. The holders of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and outstanding Shares of a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust series or series on the By-Laws record date present in person or by applicable lawproxy shall constitute a quorum at any meeting of the Shareholders of such series or series for purposes of conducting business on which a vote of Shareholders of such series or series is being taken. Pursuant to Article III, Section 6(d) hereof, where Abstentions and broker non-votes will be included for purposes of determining whether a separate vote by Series and, if applicable, by Class quorum is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) present. Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes , but will not be treated as votes cast at such meetingcast. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) therefore, will have no effect on proposals that which require a plurality or majority of votes cast for approval, or but will have the same effect as a vote "against" on proposals requiring an any percentage of the outstanding voting securities of the Trust for approval. (b) Subject to any provision of applicable law, this Declaration or resolution of the Trustees specifying or requiring a greater or lesser vote requirement for the transaction of any matter of business at any meeting of Shareholders, (i) the affirmative vote of a plurality of the Shares entitled to vote for the election of any Trustee or Trustees shall be the act of such Shareholders with respect to the election of such Trustee or Trustees, (ii) the affirmative vote of a majority of votes cast for approvalthe Shares present in person or represented by proxy and entitled to vote on any other matter shall be the act of the Shareholders with respect to such matter, and (iii) where a separate vote of one or more classes or series is required on any matter, the affirmative vote of a majority of the Shares of such class or classes or series or series present in person or represented by proxy and entitled to vote on such matter shall be the act of the Shareholders of such class or classes or series or series with respect to such matter.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, Laws or applicable law or the requirements of any securities exchange on which Shares are listed for tradinglaw, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, Laws or applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for tradinglaw, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) One-third of the outstanding Shares entitled to vote in person or by proxy shall be a quorum for the transaction of business at a Shareholders' ’ meeting, which are present in person except that where any provision of law or represented by proxyof this Trust Instrument permits or requests that holders of any Series shall vote as a Series (or that holders of a Class shall vote as a Class), then one-third of the aggregate number of Shares of that Series (or that Class) entitled to vote shall be necessary to constitute a quorum at for the transactions of business by that Series (or that Class). Any meeting of Shareholders' meeting, except whether or not a quorum is present, may be adjourned for any lawful purpose by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, may be adjourned or postponed by, or upon the authority of, the Chairman or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees in their sole discretion without the necessity of further notice. Except when a larger quorum vote is required by law or by any provision of this Declaration Trust Instrument of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast Shares voted in person or by proxy shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by provided that where any provision of law or of this Declaration Trust Instrument permits or requires that the holders of Trust any Series shall vote as a Series (or that the By-Laws or by applicable law. Pursuant to Article IIIholders of any Class shall vote as a Class), Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of then a majority of votes cast for approvalthe Shares present in person or by proxy of that Series (or Class) or, if required by law, subject to a “majority shareholder vote,” as defined by the 1940 Act, of that Series (or Class), voted on the matter in person or by proxy shall decide matter insofar as that Series (or Class) is concerned. Shareholders may act by unanimous written consent. Actions taken by Series (or Class) may be consented to unanimously in writing by Shareholders of that Series (or Class).

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except Except when a larger quorum is required by applicable law, this Declaration of Trust, Trust or the By-Laws, applicable law thirty-three and one-third percent (33-1/3%) of the Shares present in person or the requirements of any securities exchange on which Shares are listed for trading, in which case represented by proxy and entitled to vote at a Shareholders’ meeting shall constitute a quorum at such quorum shall comply with such requirementsmeeting. When a separate vote by one or more Series or Classes is required, forty thirty-three and one-third percent (4033-1/3%) of the outstanding Shares of each such Series or Class present in person or represented by proxy and entitled to vote shall constitute a quorum at a Shareholders' ’ meeting of such Series or Class. Any meeting of Shareholders may be adjourned from time to time by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time, which are present in person whether or represented by proxy, shall constitute not a quorum is present, and the meeting may be held as adjourned within a reasonable time after the date set for the original meeting without further notice. Any adjournment may be with respect to one or more proposals, but not necessarily all proposals, to be voted or acted upon at such meeting and any adjournment will not delay or otherwise affect the effectiveness and validity of a vote or other action taken at a Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) prior to adjournment. Subject to the provisions of Article III, Section 6(d7(d), when a quorum is present at any meeting, a majority of the votes cast Shares voted shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where Abstentions and broker non-votes will be included for purposes of determining whether a separate vote by Series and, if applicable, by Class quorum is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) present at a Shareholders’ meeting. Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes , but will not be treated as Shares voted or votes cast at such the meeting. Abstentions and broker non-votes, therefore Where any provision of law or of this Declaration of Trust requires that the holders of any Series (ior Class) will be included for purposes of determining whether shall vote as a quorum is present; and Series (iior Class) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of the matter the a majority of votes cast for approvalthe Shares of the Series (or Class) voted (or a plurality with respect to the election of a Trustee) shall decide that matter insofar as that Series (or Class) is concerned.

Quorum and Required Vote. (a) Forty The holders of thirty-three and one-third (33 1/3) percent (40%) of the outstanding Shares entitled to vote at a Shareholders' meeting, which are of the Trust on the record date present in person or represented by proxy, proxy shall constitute a quorum at any meeting of the Shareholders' meeting, except when a larger quorum is required by this Declaration Shareholders for purposes of Trust, the By-Laws, applicable law or the requirements of any securities exchange conducting business on which Shares are listed for trading, in which case such quorum shall comply with such requirementsa vote of all Shareholders of the Trust is being taken. When a separate vote by one or more Series or Classes is required, forty The holders of thirty-three and one-third (33 1/3) percent (40%) of the outstanding Shares of each such Series a class or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are classes on the record date present in person or represented by proxy, proxy shall constitute a quorum at the Shareholders' any meeting of the Shareholders of such Series class or Class, except when a larger quorum is required by this Declaration classes for purposes of Trust, the By-Laws, applicable law or the requirements of any securities exchange conducting business on which a vote of Shareholders of such class or classes is being taken. The holders of thirty-three and one-third (33 1/3) percent of the outstanding Shares of a series or series on the record date present in person or by proxy shall constitute a quorum at any meeting of the Shareholders of such Series series or Class are listed series for trading, in purposes of conducting business on which case a vote of Shareholders of such quorum shall comply with such requirements. (b) Subject to the provisions series or series is being taken. Abstentions and broker non-votes will be included for purposes of Article III, Section 6(d), when determining whether a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable lawpresent. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes , but will not be treated as votes cast at such meetingcast. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) therefore, will have no effect on proposals that which require a plurality or majority of votes cast for approval, or but will have the same effect as a vote “against” on proposals requiring an any percentage of the outstanding voting securities of the Trust for approval. (b) Subject to any provision of applicable law, this Declaration or resolution of the Trustees specifying or requiring a greater or lesser vote requirement for the transaction of any matter of business at any meeting of Shareholders, when a quorum is present (i) the affirmative vote of a plurality of the votes cast for the election of any Trustee or Trustees shall be the act of such Shareholders with respect to the election of such Trustee or Trustees, (ii) the affirmative vote of a majority of votes cast for approvalthe Shares present in person or represented by proxy and entitled to vote on any other matter shall be the act of the Shareholders with respect to such matter, and (iii) where a separate vote of one or more classes or series is required on any matter, the affirmative vote of a majority of the Shares of such class or classes or series or series present in person or represented by proxy and entitled to vote on such matter shall be the act of the Shareholders of such class or classes or series or series with respect to such matter.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) a majority of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or Trust, the By-Laws Laws, the 1940 Act or other applicable law that requires a different vote: (1) in all matters other than the election of Trustees, the affirmative “vote of a majority of the outstanding voting securities” (as defined herein) of the Trust entitled to vote at a Shareholders’ meeting at which a quorum is present, shall be the act of the Shareholders; and (2) Trustees shall be elected by applicable lawnot less than a plurality of the votes cast of the holders of Shares entitled to vote present in person or represented by proxy at a Shareholders’ meeting at which a quorum is present. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and will be treated as votes cast at such meeting, but broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or ; but (iii) will have the same effect as a vote “against” on proposals requiring an affirmative vote any percentage of a majority (A) the Shares of votes cast the Trust, Series or Class, as applicable, present, for approval, or (B) the outstanding voting securities of the Trust, Series or Class, as applicable, for approval.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the such Shareholders' meeting, except when a larger quorum is required by this Declaration of Trust, the By-LawsBylaws, applicable law law, or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-LawsBylaws, applicable law law, or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws Bylaws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicableapplicable by Class, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes will not be treated as votes cast at such Shareholders' meeting. Abstentions and broker non-votes, therefore therefore, (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, approval or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except Except when a larger quorum is required by applicable law, this Declaration of Trust, Trust or the By-Laws, applicable law thirty-three and one-third percent (33-1/3%) of the Shares present in person or the requirements of any securities exchange on which Shares are listed for trading, in which case represented by proxy and entitled to vote at a Shareholders’ meeting shall constitute a quorum at such quorum shall comply with such requirementsmeeting. When a separate vote by one or more Series or Classes is required, forty thirty-three and one-third percent (4033-1/3%) of the outstanding Shares of each such Series or Class present in person or represented by proxy and entitled to vote shall constitute a quorum at a Shareholders' ’ meeting of such Series or Class. Any meeting of Shareholders may be adjourned from time to time by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time, which are present in person whether or represented by proxy, shall constitute not a quorum is present, and the meeting may be held as adjourned within a reasonable time after the date set for the original meeting without further notice. Any adjournment may be with respect to one or more proposals, but not necessarily all proposals, to be voted or acted upon at such meeting and any adjournment will not delay or otherwise affect the effectiveness and validity of a vote or other action taken at a Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) prior to adjournment. Subject to the provisions of Article III, Section 6(d7(d), when a quorum is present at any meeting, a majority of the votes cast Shares voted shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where Abstentions and broker non-votes will be included for purposes of determining whether a separate vote by Series and, if applicable, by Class quorum is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) present at a Shareholders’ meeting. Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes , but will not be treated as Shares voted or votes cast at such the meeting. Abstentions and broker non-votesWhere any provision of law or of this Declaration of Trust requires that the holders of any Series (or Class) shall vote as a Series (or Class) on the matter at issue, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of then a majority of votes cast for approvalthe Shares of the Series (or Class) voted (or a plurality with respect to the election of a Trustee) shall decide that matter insofar as that Series (or Class) is concerned.

Quorum and Required Vote. Holders of at least one-third (a) Forty percent (40%1/3) of the outstanding Shares entitled to vote in person or by proxy shall constitute a Quorum for the transaction of business at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is as may otherwise be required by the 1940 Act, other applicable law, this Declaration of Trust, Trust or the By-Laws, applicable . Where any provision of law or of this Declaration of Trust or the requirements By-Laws permits or requires that holders of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is requiredClass shall vote as a Series or Class, forty percent then holders of at least one-third (40%1/3) of the outstanding aggregate number of Shares of each such that Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall be necessary to constitute a quorum at for the Shareholders' meeting transaction of such business by that Series or Class, except when a larger quorum is as may otherwise be required by the 1940 Act, other applicable law, this Declaration of Trust, Trust or the By-Lawslaws. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held within a reasonable time after the date set for the original meeting, applicable law without the necessity of further notice unless a new record date of the adjourned meeting is fixed or unless the requirements of any securities exchange on which Shares of such Series or Class are listed adjournment is for tradingmore than one hundred eighty (180) days from the record date for the original meeting, in which case the Board shall set a new record date. If notice of any such quorum adjourned meeting is required pursuant to the preceding sentence, it shall comply with such requirementsbe given to each Shareholder of record entitled to vote at the adjourned meeting. At any adjourned meeting, the Trust may transact any business that might have been transacted at the original meeting. (ba) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except Except when a larger vote is required by the 1940 Act or other applicable law, any provision of this Declaration of Trust or the By-Laws Laws, the vote required to approve a matter requiring a vote of the Shareholders shall be as set forth below: (i) a majority of the Shares voted in person or by applicable law. Pursuant to Article IIIproxy shall decide any matters not otherwise provided for in this Declaration of Trust or the By-Laws; (ii) a plurality of all the Shares cast at a meeting of the Shareholders at which a quorum is present shall elect a Trustee, except in the case of a contested election, in which case a majority of all the Shares issued and outstanding shall elect a Trustee; and (iii) except as provided in Section 6(d) hereof8.15, where a separate vote Supermajority of all the Shares issued and outstanding shall decide any proposal by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classesa Shareholder. (cb) Abstentions and broker nonShares shall be voted in the aggregate, except when required by the 1940 Act or other applicable law, or when this Declaration of Trust or the By-votes will laws requires that Shares be treated voted by individual Series or Class. Except when a larger vote is required by the 1940 Act or other applicable law, any provision of this Declaration of Trust or the By-Laws, when the holders of any Series or Class vote as votes present at a Shareholders' meeting; abstentions and broker non-votes will not Series or Class, the vote required to approve a matter insofar as that Series or Class is concerned shall be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore set forth below: (i) will be included a majority of the Shares of that Series or Class voted in person or by proxy shall decide any matters not otherwise provided for purposes in this Declaration of determining whether a quorum is presentTrust or the By-Laws; and and (ii) will have no effect on proposals except as provided in Section 8.15, a Supermajority of all the Shares of that require Series or Class issued and outstanding shall decide any proposal by a plurality for approvalShareholder. As provided herein, or on proposals requiring an affirmative vote of a majority of votes cast for approvalShareholders may act by written consent.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-LawsBylaws, applicable law law, or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, [forty percent (40%) )] of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-LawsBylaws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws Bylaws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality or any percentage of votes cast, or of Shares present, for approval, or ; but (iii) will have the same effect as a vote “against” on proposals requiring an affirmative vote of a majority any percentage of votes cast the outstanding voting securities of the Trust for approval.

Quorum and Required Vote. (a) Forty percent (40%) A majority of the outstanding Shares entitled to vote at a meeting of Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the meeting of Shareholders' meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When Quorum shall be determined with respect to the meeting as a separate whole regardless of whether particular matters have achieved the requisite vote for approval. (b) Trustees shall be elected by one or more Series or Classes is required, forty percent (40%) the affirmative vote of a majority of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are the Trust present in person or represented by proxyproxy and entitled to vote; provided that in the event that the 1940 Act requires any Trustees to be elected by the holders of preferred shares, such Trustees to be elected solely by the holders of preferred shares shall constitute a quorum at be elected by the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast the outstanding preferred shares present in person or represented by proxy and entitled to vote, voting as a separate class, and the remaining Trustees shall be elected by the affirmative vote of a majority of the outstanding Shares of the Trust present in person or represented by proxy and entitled to vote, voting together as a single class. (c) With respect to all other matters, subject to any provision of applicable law, this Declaration or a resolution of the Trustees specifying a greater vote requirement for approvalthe transaction of any item of business at any meeting of Shareholders, (i) the affirmative vote of a majority of the Shares present in person or represented by proxy and entitled to vote shall be the act of the Shareholders with respect to such matter, and (ii) where a separate vote of one or more classes or series of Shares is required on any matter, the affirmative vote of a majority of the Shares of such class or series of Shares present in person or represented by proxy and entitled to vote shall be the act of the Shareholders of such class or series with respect to such matter.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except Except when a larger quorum is required by applicable law, the By-Laws or this Declaration of Trust, the Byholders of thirty-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty three and one-third percent (4033-1/3%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' on any matter properly brought before the meeting of such Series or Class, which are present in person or represented by proxy, proxy shall constitute a quorum at such meeting for the Shareholders' meeting purpose of such Series or Class, except when a larger quorum is required by this Declaration of Trust, conducting business on all matters properly brought before the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirementsmeeting. (b) Any meeting of Shareholders may be adjourned from time to time by a majority of the votes properly cast upon the question of adjourning to a meeting at another date and time, whether or not a quorum is present, and the meeting may be held as adjourned within a reasonable time after the date set forth for the original meeting without further notice. (c) Subject to the provisions of Article III, Section 6(d), when a quorum is present at 7(d) and any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any other provision of this Declaration of Trust or Trust, the By-Laws or by applicable law. Pursuant law which requires a different vote: (1) in all matters other than the election of Trustees and except as provided below with respect to Article III, Section 6(d) hereof, where a separate vote voting by Series and, if applicable, by Class is requiredor class, the preceding sentence shall apply to such separate affirmative vote of the majority of votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present cast at a Shareholders' ’ meeting at which a quorum is present shall be the act of the Shareholders with respect to any matter properly brought before the meeting; abstentions and broker non-votes will not (2) Trustees shall be treated as elected by a plurality of the votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a Shareholders’ meeting at which a quorum is present; and (ii3) will have no effect where a separate vote of one or more Series or classes is required on proposals that require any matter properly brought before a plurality for approvalmeeting of Shareholders, or on proposals requiring an the affirmative vote of a majority of the votes by cast for approvalby such Series or class on such matter at a Shareholders’ meeting at which a quorum is present shall be the act of the Shareholders of such Series or class with respect to such matter.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the such Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-LawsBylaws, applicable law law, or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-LawsBylaws, applicable law law, or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws Bylaws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicableapplicable by Class, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such Shareholders’ meeting. Abstentions and broker non-votes, therefore therefore, (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, approval or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-LawsBylaws, applicable law law, or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-LawsBylaws, applicable law law, or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws Bylaws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicableapplicable by Class, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore therefore, (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality or any percentage of votes cast for approval, or ; but (iii) will have the same effect as a vote “against” on proposals requiring an affirmative vote of a majority any percentage of votes cast the outstanding voting securities of the Trust for approval.

Quorum and Required Vote. (a) Forty percent (40%) A majority of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) a majority of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or Trust, the By-Laws Laws, the 1940 Act or other applicable law that requires a different vote: (1) in all matters other than the election of Trustees, the affirmative “vote of a majority of the outstanding voting securities” (as defined herein) of the Trust entitled to vote at a Shareholders’ meeting at which a quorum is present, shall be the act of the Shareholders; and (2) Trustees shall be elected by applicable lawnot less than a plurality of the votes cast of the holders of Shares entitled to vote present in person or represented by proxy at a Shareholders’ meeting at which a quorum is present. Pursuant to Article III, Section 6(d7(d) hereof, where a separate vote by Series and, if applicable, by Class Classes is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty The presence at a meeting of Shareholders in person or by proxy of Shareholders entitled to vote at least thirty percent (4030%) of all votes entitled to be cast at the outstanding Shares meeting of each Series or Class entitled to vote as a Series or Class shall be a quorum for the transaction of business at a Shareholders' meeting, which are present except that where any provision of law or of this Declaration of Trust permits or requires that the holders of Shares shall vote in the aggregate and not as a Series or Class, then the presence in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except when a larger quorum is required by this Declaration proxy of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class Shareholders entitled to vote at a Shareholders' least thirty percent (30%) of all votes entitled to be cast at the meeting of such (without regard to Series or Class, which are present in person or represented by proxy, ) shall constitute a quorum at quorum. Any lesser number, however, shall be sufficient for adjournments. Any adjourned session or sessions may be held within a reasonable time after the Shareholders' date set for the original meeting without the necessity of such Series further notice. Notwithstanding the foregoing, if any action to be taken by the Shareholders or Class, except when by a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject at a meeting requires the affirmative vote of more than 50% of all the votes entitled to be cast on the provisions of Article III, Section 6(d), when a quorum is present at any meeting, matter or requires a majority of the votes cast outstanding voting securities (as defined in the 1940 Act), then in such event the presence in person or by proxy of the holders of a majority of the shares outstanding and entitled to vote at such a meeting shall decide any questions and be a plurality shall elect a Trustee, except quorum for all purposes. Except when a larger vote is required by any provision provisions of the 1940 Act, this Declaration of Trust or the By-Laws or by applicable law. Pursuant Laws, and except for amendments to this Declaration of Trust pursuant to Section 4 of Article III, Section 6(d) IX hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.the Shares of each Series or Class voted on any matter shall decide such matter insofar as that Series or Class is concerned, provided that where any provision of law or of this Declaration of Trust permits or requires that the holders of Shares vote in the aggregate and not as a Series or Class, then a majority of the Shares voted on the matter (without regard to Series or Class) shall decide such matter and a plurality shall elect a Trustee. Action by Written Consent

Quorum and Required Vote. (a) Forty Thirty-three and one third percent (4033-1/3%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty thirty-three and one third percent (4033-1/3%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-LawsBylaws, applicable law law, or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-LawsBylaws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws Bylaws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality or any percentage of votes cast, or of Shares present, for approval, or ; but (iii) will have the same effect as a vote “against” on proposals requiring an affirmative vote of a majority any percentage of votes cast the outstanding voting securities of the Trust for approval.

Quorum and Required Vote. (a) Forty percent (40%) One-quarter of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, proxy shall constitute a quorum for the transaction of business at the a Shareholders' ’ meeting, except when a larger quorum is required by that where any applicable provision of the 1940 Act or other applicable law or this Declaration of Trust, Trust permits or requires the By-Laws, applicable law or the requirements holders of any securities exchange on which Shares are listed for tradingClass to vote as a Class, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) then one-quarter of the outstanding aggregate number of Shares of each such Series or that Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum for the transaction of business by that Class. Any meeting of Shareholders may, by action of the chairman of the meeting, be adjourned with respect to one or more matters to be considered at such meeting, whether or not a quorum is present with respect to such matter(s). Any adjourned meeting may be held as adjourned without further notice if the date, time and place of the adjourned meeting were announced at the Shareholders' meeting time of such Series or Class, except when a larger quorum is required by this Declaration of Trustthe adjournment. At any adjourned meeting, the By-Laws, applicable law or Trust may transact any business that might have been transacted at the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirementsoriginal meeting. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except Except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws laws or by applicable provisions of the 1940 Act or other applicable law. Pursuant to Article III, Section 6(d) hereof, where when a separate vote by Series and, if applicable, by Class quorum is requiredpresent at any meeting, the preceding sentence vote required to approve a matter requiring a vote of the Shareholders shall apply to such separate votes be as set forth below: (i) a majority of the Shares voted in person or by Series proxy shall decide any matters not otherwise provided for in this Declaration of Trust or the By-Laws; (ii) a plurality of all the Shares voted at a meeting of the Shareholders at which a quorum is present shall elect a Trustee, except in the case of a contested election, in which case a majority of all the Shares issued and Classesoutstanding shall elect a Trustee; and (iii) except as provided in Section 11.7, a Supermajority of all the Shares issued and outstanding shall decide any proposal by a Shareholder. (c) Abstentions and broker nonShares shall be voted in the aggregate, except when required by the 1940 Act or other applicable law, or when this Declaration of Trust or the By-votes will laws requires that Shares be treated voted by Class. Except when a larger vote is required by the 1940 Act or other applicable law, any provision of this Declaration of Trust or the By-Laws, when the holders of any Class vote as votes present at a Shareholders' meeting; abstentions and broker non-votes will not Class, the vote required to approve a matter insofar as that Class is concerned shall be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore set forth below: (i) will be included a majority of the Shares of that Class voted in person or by proxy shall decide any matters not otherwise provided for purposes in this Declaration of determining whether a quorum is presentTrust or the By-Laws; and and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approvalall the Shares of that Class issued and outstanding shall elect a Trustee; and (iii) notwithstanding any other provision in this Declaration of Trust, except as provided in Section 11.7, a Supermajority of all the Shares of that Class issued and outstanding shall decide any proposal by a Shareholder.

Quorum and Required Vote. Except when a larger vote or quorum is required by any provision of law (a) Forty or the rules of any stock exchange on which any Shares are listed), this Declaration, the Bylaws or the notice of meeting forwarded to the Shareholders by the Trustees, thirty-three and one-third percent (4033.333%) of the outstanding Shares entitled to vote on a particular matter shall constitute a quorum for voting on a particular matter or the transaction of business at a Shareholders' meeting, except that where any provision of law (or the rules of any stock exchange on which any Shares are present in person listed), this Declaration, the Bylaws or represented the notice of meeting forwarded to the Shareholders by proxythe Trustees, requires that holders of any class or series of Shares shall constitute a quorum at the Shareholders' meetingvote as an individual class or series, except when then thirty-three and one-third percent (33.333%) (unless a larger quorum is required as specified above) of Shares of that class or series entitled to vote shall be necessary to constitute a quorum for the transaction of business by this Declaration that class or series. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held, within a reasonable time after the date set for the original meeting, without the necessity of Trust, the By-Laws, applicable further notice. Except when a different vote is required by any provision of law (or the requirements rules of any securities stock exchange on which any Shares are listed for tradinglisted), in which case such quorum shall comply with such requirements. When this Declaration, the Bylaws or the notice of meeting forwarded to the Shareholders by the Trustees, a separate vote by one or more Series or Classes is required, forty percent (40%) plurality of the outstanding quorum of Shares necessary for the transaction of each such Series or Class entitled to vote business at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality of Shares voted shall elect a Trustee, except when a larger vote is required by provided that where any provision of this Declaration of Trust law (or the By-Laws or by applicable law. Pursuant to Article IIIrules of any stock exchange on which any Shares are listed), Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is requiredthis Declaration, the preceding sentence Bylaws or the notice of meeting forwarded to the Shareholders by the Trustees, requires that the holders of any class or series of Shares shall apply to such separate votes vote as an individual class or series, then a plurality of the quorum of Shares of that class or series necessary for the transaction of business by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present that class or series at a Shareholders' meeting; abstentions and broker non-votes will not be treated meeting shall decide that matter insofar as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum that class or series is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approvalconcerned.

Quorum and Required Vote. (a) Forty percent (40%) One-third of the Shares outstanding Shares and entitled to vote at in person or by proxy as of the record date for a Shareholders' meeting, which are present in person or represented by proxy, meeting shall constitute be a quorum for the transaction of business at the such Shareholders' meeting, except that where any provision of law or of this Trust Instrument permits or requires that holders of any Series shall vote as a Series (or that holders of a class shall vote as a class), then one-third of the aggregate number of Shares of that Series (or that class) entitled to vote shall be necessary to constitute a quorum for the transaction of business by that Series (or that class). Any meeting of Shareholders may be adjourned from time to time by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time, whether or not a quorum is present. Any adjourned session or sessions may be held, within a reasonable time after the date set for the original meeting, without the necessity of further notice. Except when a larger quorum vote is required by this Declaration of Trust, the By-Laws, applicable law or the requirements by any provision of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law Trust Instrument or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meetingBylaws, a majority of the votes cast Shares voted in person or by proxy shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by provided that where any provision of law or of this Declaration Trust Instrument permits or requires that the holders of Trust any Series shall vote as a Series (or that the By-Laws or by applicable law. Pursuant to Article IIIholders of any class shall vote as a class), Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of then a majority of votes cast for approvalthe Shares present in person or by proxy of that Series (or class), voted on the matter in person or by proxy shall decide that matter insofar as that Series (or class) is concerned. Shareholders may act by a written consent signed by Shareholders holding not less than the minimum number of Shares as would be necessary to authorize the action at a meeting at which all Shareholders entitled to vote thereon were present and voted, to the extent not inconsistent with the 1940 Act, and any such actions taken by a Series (or class) may be consented to in writing by Shareholders of that Series (or class).

Quorum and Required Vote. (a) Forty percent (40%) One-quarter of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, proxy shall constitute a quorum for the transaction of business at the a Shareholders' ’ meeting, except when a larger quorum is required by that where any applicable provision of the 1940 Act or other applicable law or this Declaration of Trust, Trust permits or requires the By-Laws, applicable law or the requirements holders of any securities exchange on which Shares are listed for tradingClass to vote as a Class, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) then one-quarter of the outstanding aggregate number of Shares of each such Series or that Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum for the transaction of business by that Class. Any meeting of Shareholders may, by action of the chairman of the meeting, be adjourned with respect to one or more matters to be considered at such meeting, whether or not a quorum is present with respect to such matter(s). Any adjourned meeting may be held as adjourned without further notice if the date, time and place of the adjourned meeting were announced at the Shareholders' meeting time of such Series or Class, except when a larger quorum is required by this Declaration of Trustthe adjournment. At any adjourned meeting, the By-Laws, applicable law or Trust may transact any business that might have been transacted at the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirementsoriginal meeting. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except Except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws laws or by applicable provisions of the 1940 Act or other applicable law. Pursuant to Article III, Section 6(d) hereof, where when a separate vote by Series and, if applicable, by Class quorum is requiredpresent at any meeting, the preceding sentence vote required to approve a matter requiring a vote of the Shareholders shall apply to such separate votes be as set forth below: (i) a majority of the Shares voted in person or by Series proxy shall decide any matters not otherwise provided for in this Declaration of Trust or the By-Laws; (ii) a plurality of all the Shares voted at a meeting of the Shareholders at which a quorum is present shall elect a Trustee, except in the case of a contested election, in which case a majority of all the Shares issued and Classesoutstanding shall elect a Trustee; and (iii) except as provided in Section 11.7, a Supermajority of all the Shares issued and outstanding shall decide any proposal by a Shareholder. (c) Abstentions and broker nonShares shall be voted in the aggregate, except when required by the 1940 Act or other applicable law, or when this Declaration of Trust or the By-votes will laws requires that Shares be treated voted by Class. Except when a larger vote is required by the 1940 Act or other applicable law, any provision of this Declaration of Trust or the By-Laws, when the holders of any Class vote as votes present at a Shareholders' meeting; abstentions and broker non-votes will not Class, the vote required to approve a matter insofar as that Class is concerned shall be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore set forth below: (i) will be included a majority of the Shares of that Class voted in person or by proxy shall decide any matters not otherwise provided for purposes in this Declaration of determining whether a quorum is presentTrust or the By-Laws; and and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.all the Shares of that Class issued and outstanding shall elect a Trustee; and (iii) notwithstanding any other provision in this Declaration of Trust except as provided in Section 11.7, a Supermajority of all the Shares of that Class issued and outstanding shall decide any proposal by a Shareholder

Quorum and Required Vote. (a) Forty percent (40%) A majority of the outstanding Shares entitled to vote shall be a quorum for the transaction of business at a Shareholders' ’ meeting, but any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held within a reasonable time after the date set for the original meeting without the necessity of further notice. A Majority Shareholder Vote at a meeting of which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meetingis present shall decide any question, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger different vote is required or permitted by any provision of the 1940 Act or other applicable law or by this Declaration of Trust or the By-Laws Laws, or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, when the preceding sentence Trustees shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that in their discretion require a plurality for approval, larger vote or on proposals requiring an affirmative the vote of a majority or larger fraction of the Shares of one or more particular Series as stated herein. The Trust may take or authorize any action upon the concurrence of a majority of the aggregate number of the votes entitled to be cast for approvalthereon except that the affirmative vote of three-fourths of the outstanding Shares of each Class or Series entitled to be cast shall be necessary to authorize any of the following actions unless such action has been approved by a two-thirds majority of the Trustees (a) a merger or consolidation of the Trust (in which the Trust is not the surviving company); (b) the dissolution of the Trust; (c) the sale of substantially all of the assets of the Trust to any "person" (as such term is defined in the 1940 Act); (d) any amendment to this Declaration of Trust that makes any Class or Series of the Trust's Shares a "redeemable security" (as such term is defined in the 1940 Act); (e) any amendment to, repeal of or adoption of any provision inconsistent with Section 4.1(c) of this Declaration of Trust regarding Trustees; or (f) any amendment to this Declaration of Trust that reduces the three-fourths vote required to authorize the actions enumerated herein.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-LawsBylaws, applicable law law, or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-LawsBylaws, applicable law law, or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws Bylaws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series andClass, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore therefore, (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality or any percentage of votes cast for approval, or ; but (iii) will have the same effect as a vote “against” on proposals requiring an affirmative vote of a majority any percentage of votes cast the outstanding voting securities of the Trust for approval.

Quorum and Required Vote. (a) Forty percent (40%) One-third of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, proxy shall constitute a quorum for the transaction of business at the a Shareholders' ’ meeting, except when a larger quorum is required by that where any applicable provision of the 1940 Act or other applicable law or this Declaration of Trust, Trust permits or requires the By-Laws, applicable law or the requirements holders of any securities exchange on which Shares are listed for tradingClass to vote as a Class, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) then one-third of the outstanding aggregate number of Shares of each such Series or that Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum for the transaction of business by that Class. Any meeting of Shareholders may, by action of the chairman of the meeting, be adjourned with respect to one or more matters to be considered at such meeting, whether or not a quorum is present with respect to such matter(s). Any adjourned meeting may be held as adjourned without further notice if the date, time and place of the adjourned meeting were announced at the Shareholders' meeting time of such Series or Class, except when a larger quorum is required by this Declaration of Trustthe adjournment. At any adjourned meeting, the By-Laws, applicable law or Fund may transact any business that might have been transacted at the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirementsoriginal meeting. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except Except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws laws or by applicable provisions of the 1940 Act or other applicable law. Pursuant to Article III, Section 6(d) hereof, where when a separate vote by Series and, if applicable, by Class quorum is requiredpresent at any meeting, the preceding sentence vote required to approve a matter requiring a vote of the Shareholders shall apply to such separate votes be as set forth below: (i) a majority of the Shares voted in person or by Series proxy shall decide any matters not otherwise provided for in this Declaration of Trust or the By-Laws; (ii) a plurality of all the Shares voted at a meeting of the Shareholders at which a quorum is present shall elect a Trustee, except in the case of a contested election, in which case a majority of all the Shares issued and Classesoutstanding shall elect a Trustee; and (iii) except as provided in Section 11.7, a Supermajority of all the Shares issued and outstanding shall decide any proposal by a Shareholder. (c) Abstentions and broker nonShares shall be voted in the aggregate, except when required by the 1940 Act or other applicable law, or when this Declaration of Trust or the By-votes will laws requires that Shares be treated voted by Class. Except when a larger vote is required by the 1940 Act or other applicable law, any provision of this Declaration of Trust or the By-Laws, when the holders of any Class vote as votes present at a Shareholders' meeting; abstentions and broker non-votes will not Class, the vote required to approve a matter insofar as that Class is concerned shall be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore set forth below: (i) will be included a majority of the Shares of that Class voted in person or by proxy shall decide any matters not otherwise provided for purposes in this Declaration of determining whether a quorum is presentTrust or the By-Laws; and and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approvalall the Shares of that Class issued and outstanding shall elect a Trustee; and (iii) notwithstanding any other provision in this Declaration of Trust, except as provided in Section 11.7, a Supermajority of all the Shares of that Class issued and outstanding shall decide any proposal by a Shareholder.

Quorum and Required Vote. (a) Forty Thirty-three and one-third percent (4033-1/3%) of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except when a larger quorum is required by this Declaration of Trust, the By-LawsBylaws, applicable law law, or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty thirty-three and one-third percent (4033-1/3%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-LawsBylaws, applicable law law, or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws Bylaws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series andClass, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore therefore, (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality or any percentage of votes cast for approval, or ; but (iii) will have the same effect as a vote "against" on proposals requiring an affirmative vote of a majority any percentage of votes cast the outstanding voting securities of the Trust for approval.

Quorum and Required Vote. (a) Forty percent (40%) A majority of the outstanding Shares entitled to vote shall be a quorum for the transaction of business at a Shareholders' meeting, but any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held within a reasonable time after the date set for the original meeting without the necessity of further notice. A Majority Shareholder Vote at a meeting of which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meetingis present shall decide any question, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger different vote is required or permitted by any provision of the 1940 Act or other applicable law or by this Declaration of Trust or the By-Laws Laws, or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, when the preceding sentence Trustees shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that in their discretion require a plurality for approval, larger vote or on proposals requiring an affirmative the vote of a majority or larger fraction of the Shares of one or more particular Series as stated herein. The Trust may take or authorize any action upon the concurrence of a majority of the aggregate number of the votes entitled to be cast for approvalthereon except that the affirmative vote of three-fourths of the outstanding Shares of each Class or Series entitled to be cast shall be necessary to authorize any of the following actions unless such action has been approved by a two-thirds majority of the Trustees (a) a merger or consolidation of the Trust (in which the Trust is not the surviving company); (b) the dissolution of the Trust; (c) the sale of substantially all of the assets of the Trust to any "person" (as such term is defined in the 1940 Act); (d) any amendment to this Declaration of Trust that makes any Class or Series of the Trust's Shares a "redeemable security" (as such term is defined in the 1940 Act); (e) any amendment to, repeal of or adoption of any provision inconsistent with Section 4.1(c) of this Declaration of Trust regarding Trustees; or (f) any amendment to this Declaration of Trust that reduces the three-fourths vote required to authorize the actions enumerated herein.

Quorum and Required Vote. Holders of Shares representing at least one-third (a) Forty percent (40%1/3) of the Net Asset Value (in dollars) of the Shares outstanding Shares and entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, proxy shall constitute a quorum Quorum for the transaction of business at the a Shareholders' ’ meeting, except when a larger quorum is as may otherwise be required by the 1940 Act, other applicable law, this Declaration of Trust, Trust or the By-Laws, . Where any provision of applicable law or of this Declaration of Trust or the requirements By-Laws permits or requires that holders of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to shall vote at as a Shareholders' meeting of such Series or Class, which are present then holders of Shares representing at least one-third (1/3) of the Net Asset Value (in person dollars) of the Shares of that Series or represented by proxy, Class outstanding and entitled to vote shall be necessary to constitute a quorum at for the Shareholders' meeting transaction of such business by that Series or Class, except when a larger quorum is as may otherwise be required by the 1940 Act, other applicable law, this Declaration of Trust, Trust or the By-Laws. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held within a reasonable time after the date set for the original meeting, applicable law without the necessity of further notice, unless a new record date of the adjourned meeting is fixed or unless the requirements of any securities exchange on which Shares of such Series or Class are listed adjournment is for tradingmore than one hundred eighty (180) days from the record date for the original meeting, in which case the Board shall set a new record date. If notice of any such quorum adjourned meeting is required pursuant to the preceding sentence, it shall comply be given to each Shareholder of record entitled to vote at the adjourned meeting in accordance with such requirementsthis Declaration of Trust and the By-Laws. At any adjourned meeting, the Trust may transact any business that might have been transacted at the original meeting. (ba) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except Except when a larger vote is required by the 1940 Act or other applicable law, any provision of this Declaration of Trust or the By-Laws Laws, the vote required to approve a matter requiring a vote of the Shareholders shall be as set forth below: (i) a majority of the votes cast in person or by applicable law. Pursuant to Article IIIproxy shall decide any matters not otherwise provided for in this Declaration of Trust or the By-Laws; (ii) a plurality of all the votes cast at a meeting of the Shareholders at which a quorum is present shall elect a Trustee, except in the case of a contested election, in which case a majority of the Net Asset Value (in dollars) of the Shares issued and outstanding shall elect a Trustee; and (iii) except as provided in Section 6(d) hereof8.15, where a separate vote Supermajority shall decide any proposal by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classesa Shareholder. (cb) Abstentions and broker nonVotes shall be cast in the aggregate, except when required by the 1940 Act or other applicable law, or when this Declaration of Trust or the By-Laws requires that votes will be treated cast by individual Series or Class. Except when a larger vote is required by the 1940 Act or other applicable law, any provision of this Declaration of Trust or the By-Laws, when the holders of any Series or Class vote as votes present at a Shareholders' meeting; abstentions and broker non-votes will not Series or Class, the vote required to approve a matter insofar as that Series or Class is concerned shall be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore set forth below: (i) will be included a majority of the votes of that Series or Class cast in person or by proxy shall decide any matters not otherwise provided for purposes in this Declaration of determining whether a quorum is presentTrust or the By-Laws; and and (ii) will have no effect on proposals except as provided in Section 8.15, a Supermajority of that require Series or Class shall decide any proposal by a plurality for approvalShareholder. As provided herein, or on proposals requiring an affirmative vote of a majority of votes cast for approvalShareholders may act by written consent.

Quorum and Required Vote. (a) Forty percent (40%) One-third of the outstanding Shares entitled to vote in person or by proxy shall be a quorum for the transaction of business at a Shareholders' ’ meeting, which are present in person except that where any provision of law or represented by proxyof this Trust Instrument permits or requests that holders of any Series shall vote as a Series (or that holders of a class shall vote as a class), then one-third of the aggregate number of Shares of that Series (or that class) entitled to vote shall be necessary to constitute a quorum at for the transactions of business by that Series (or that class). Any meeting of Shareholders' meeting, except whether or not a quorum is present, may be adjourned for any lawful purpose by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, may be adjourned or postponed by, or upon the authority of, the Chairman or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees in their sole discretion without the necessity of further notice. Except when a larger quorum vote is required by law or by any provision of this Declaration Trust Instrument of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast Shares voted in person or by proxy shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by provided that where any provision of law or of this Declaration Trust Instrument permits or requires that the holders of Trust any Series shall vote as a Series (or that the By-Laws or by applicable law. Pursuant to Article IIIholders of any class shall vote as a class), Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of then a majority of votes cast for approvalthe Shares present in person or by proxy of that Series or, if required by law, subject to a “majority shareholder vote”, as defined by the 1940 Act, of that Series (or class), voted on the matter in person or by proxy shall decide matter insofar as that Series (or class) is concerned. Shareholders may act by unanimous written consent. Actions taken by Series (or class) may be consented to unanimously in writing by Shareholders of that Series.

Quorum and Required Vote. (a) Forty percent One-third (4033-1/3%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, and which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent one-third (4033-1/3%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, and which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent One-third (4033-1/3%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent one-third (4033-1/3%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; present; and (ii) will have no effect on the approval of proposals that require a plurality for approval, or on the approval of proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) A majority of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, or applicable law or the requirements of any securities exchange on which Shares are listed for tradinglaw, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) a majority of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, or applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for tradinglaw, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or Trust, the By-Laws Laws, the 1940 Act or other applicable law that requires a different vote: (1) in all matters other than the election of Trustees, the affirmative “vote of a majority of the outstanding voting securities” (as defined herein) of the Trust entitled to vote at a Shareholders’ meeting at which a quorum is present, shall be the act of the Shareholders; and (2) Trustees shall be elected by applicable lawnot less than a plurality of the votes cast of the holders of Shares entitled to vote present in person or represented by proxy at a Shareholders’ meeting at which a quorum is present. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and ClassesClass. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes , but will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore therefore, (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority any percentage of votes cast for approval; but (iii) will have the same effect as a vote “against” on proposals requiring any percentage of the outstanding voting securities of the Trust, Series or Class, as applicable, for approval.

Quorum and Required Vote. (a) Forty percent One-third (4033-1/3%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent one-third (4033- 1/3%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty Except when a larger quorum is required by applicable law, this Declaration of Trust or the By-Laws, thirty-three and one-third percent (4033-1/3%) of the outstanding Shares present in person or represented by proxy and entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, meeting shall constitute a quorum at the Shareholders' such meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty thirty-three and one-third percent (4033-1/3%) of the outstanding Shares of each such Series or Class present in person or represented by proxy and entitled to vote shall constitute a quorum at a Shareholders' meeting of such Series or Class. Any meeting of Shareholders may be adjourned from time to time by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time, which are present in person whether or represented by proxy, shall constitute not a quorum is present, and the meeting may be held as adjourned within a reasonable time after the date set for the original meeting without further notice. Any adjournment may be with respect to one or more proposals, but not necessarily all proposals, to be voted or acted upon at such meeting and any adjournment will not delay or otherwise affect the effectiveness and validity of a vote or other action taken at a Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) prior to adjournment. Subject to the provisions of Article III, Section 6(d7(d), when a quorum is present at any meeting, a majority of the votes cast Shares voted shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where Abstentions and broker non-votes will be included for purposes of determining whether a separate vote by Series and, if applicable, by Class quorum is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) present at a Shareholders' meeting. Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes , but will not be treated as Shares voted or votes cast at such the meeting. Abstentions and broker non-votesWhere any provision of law or of this Declaration of Trust requires that the holders of any Series (or Class) shall vote as a Series (or Class) on the matter at issue, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of then a majority of votes cast for approvalthe Shares of the Series (or Class) voted (or a plurality with respect to the election of a Trustee) shall decide that matter insofar as that Series (or Class) is concerned.

Quorum and Required Vote. (a) Forty The holders of thirty-three and one-third percent (40%) of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40331/3%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are the Trust on the record date present in person or represented by proxy, proxy shall constitute a quorum at the Shareholders' any meeting of such Series or Class, except when a larger quorum is required by this Declaration the Shareholders for purposes of Trust, the By-Laws, applicable law or the requirements of any securities exchange conducting business on which a vote of all Shareholders of the Trust is being taken. The holders of thirty-three and one-third percent (331/3%) of the outstanding Shares of a class or classes on the record date present in person or by proxy shall constitute a quorum at any meeting of the Shareholders of such Series class or Class are listed classes for trading, purposes of conducting business on which a vote of Shareholders of such class or classes is being taken. The holders of thirty-three and one-third percent (331/3%) of the outstanding Shares of a series or series on the record date present in person or by proxy shall constitute a quorum at any meeting of the Shareholders of such series or series for purposes of conducting business on which case a vote of Shareholders of such quorum shall comply with such requirements. (b) Subject to the provisions series or series is being taken. Abstentions and broker non-votes will be included for purposes of Article III, Section 6(d), when determining whether a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable lawpresent. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes , but will not be treated as votes cast at such meetingcast. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) therefore, will have no effect on proposals that which require a plurality or majority of votes cast for approval, or but will have the same effect as a vote "against" on proposals requiring an any percentage of the outstanding voting securities of the Trust for approval. (b) Subject to any provision of applicable law, this Declaration or resolution of the Trustees specifying or requiring a greater or lesser vote requirement for the transaction of any matter of business at any meeting of Shareholders, when a quorum is present (i) the affirmative vote of a plurality of the votes cast for the election of any Trustee or Trustees shall be the act of such Shareholders with respect to the election of such Trustee or Trustees, (ii) the affirmative vote of a majority of votes cast for approvalthe Shares present in person or represented by proxy and entitled to vote on any other matter shall be the act of the Shareholders with respect to such matter, and (iii) where a separate vote of one or more classes or series is required on any matter, the affirmative vote of a majority of the Shares of such class or classes or series or series present in person or represented by proxy and entitled to vote on such matter shall be the act of the Shareholders of such class or classes or series or series with respect to such matter.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes.. # 3254528 v. 1 (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) A majority of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) a majority of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or Trust, the By-Laws Laws, the 1940 Act or other applicable law that requires a different vote, including without limitation the provisions of Article VIII of this Declaration of Trust: (1) in all matters other than the election of Trustees, the vote of the holders of a majority of the Shares cast at a Shareholders’ meeting at which a quorum is present, shall be the act of the Shareholders; and (2) Trustees shall be elected by applicable lawnot less than a plurality of the votes cast of the holders of Shares entitled to vote present in person or represented by proxy at a Shareholders’ meeting at which a quorum is present. Pursuant to Article III, Section 6(d7(d) hereof, where a separate vote by Series and, if applicable, by Class Classes is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except Except when a larger quorum is required by applicable law, this Declaration of Trust, Trust or the By-Laws, applicable law thirty-three and one-third percent (33-1/3%) of the Shares present in person or the requirements of any securities exchange on which Shares are listed for trading, in which case represented by proxy and entitled to vote at a Shareholders’ meeting shall constitute a quorum at such quorum shall comply with such requirementsmeeting. When a separate vote by one or more Series or Classes is required, forty thirty-three and one-third percent (4033-1/3%) of the outstanding Shares of each such Series or Class present in person or represented by proxy and entitled to vote shall constitute a quorum at a Shareholders' ’ meeting of such Series or Class. Any meeting of Shareholders may be adjourned from time to time by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time, which are present in person whether or represented by proxy, shall constitute not a quorum is present, and the meeting may be held as adjourned within ninety (90) days after the date set for the original meeting without further notice. Any adjournment may be with respect to one or more proposals, but not necessarily all proposals, to be voted or acted upon at such meeting and any adjournment will not delay or otherwise affect the effectiveness and validity of a vote or other action taken at a Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) prior to adjournment. Subject to the provisions of Article III, Section 6(d7(d), when a quorum is present at any meeting, a majority of the votes cast Shares voted shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where Abstentions and broker non-votes will be included for purposes of determining whether a separate vote by Series and, if applicable, by Class quorum is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) present at a Shareholders’ meeting. Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes , but will not be treated as votes cast at such meetingcast. Abstentions and broker non-votes, therefore Where any provision of law or of this Declaration of Trust requires that the holders of any Series (ior Class) will be included for purposes of determining whether shall vote as a quorum is present; and Series (iior Class) will have no effect on proposals that require the matter (or a plurality for approval, or on proposals requiring an affirmative with respect to the election of a Trustee) the vote of a majority of votes cast for approvalthe Shares of the Series (or Class) shall decide that matter insofar as that Series (or Class) is concerned.

Quorum and Required Vote. (a) Forty percent (40%) A majority of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) a majority of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or Trust, the By-Laws Laws, the 1940 Act or other applicable law that requires a different vote: (1) in all matters other than the election of Trustees, the affirmative "vote of a majority of the outstanding voting securities" (as defined herein) of the Trust entitled to vote at a Shareholders' meeting at which a quorum is present, shall be the act of the Shareholders; and (2) Trustees shall be elected by applicable lawnot less than a plurality of the votes cast of the holders of Shares entitled to vote present in person or represented by proxy at a Shareholders' meeting at which a quorum is present. Pursuant to Article III, Section 6(d7(d) hereof, where a separate vote by Series and, if applicable, by Class Classes is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d6(d)(vi), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d6(d)(vi) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty The presence at a meeting of Shareholders in person or by proxy of Shareholders entitled to vote at least thirty percent (4030%) of all votes entitled to be cast at the outstanding Shares meeting of each Series or Class entitled to vote as a Series or Class shall be a quorum for the transaction of business at a Shareholders' meeting, which are present except that where any provision of law or of this Declaration of Trust permits or requires that the holders of Shares shall vote in the aggregate and not as a Series or Class, then the presence in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except when a larger quorum is required by this Declaration proxy of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class Shareholders entitled to vote at a Shareholders' least thirty percent (30%) of all votes entitled to be cast at the meeting of such (without regard to Series or Class, which are present in person or represented by proxy, ) shall constitute a quorum at quorum. Any lesser number, however, shall be sufficient for adjournments. Any adjourned session or sessions may be held within a reasonable time after the Shareholders' date set for the original meeting without the necessity of such Series further notice. Notwithstanding the foregoing, if any action to be taken by the Shareholders or Class, except when by a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject at a meeting requires the affirmative vote of more than 50% of all the votes entitled to be cast on the provisions of Article III, Section 6(d), when a quorum is present at any meeting, matter or requires a majority of the votes cast outstanding voting securities (as defined in the 1940 Act), then in such event the presence in person or by proxy of the holders of a majority of the shares outstanding and entitled to vote at such a meeting shall decide any questions and be a plurality shall elect a Trustee, except quorum for all purposes. Except when a larger vote is required by any provision provisions of the 1940 Act, this Declaration of Trust or the By-Laws or by applicable law. Pursuant Laws, and except for amendments to this Declaration of Trust pursuant to Section 4 of Article III, Section 6(d) IX hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approvalthe Shares of each Series or Class voted on any matter shall decide such matter insofar as that Series or Class is concerned, provided that where any provision of law or of this Declaration of Trust permits or requires that the holders of Shares vote in the aggregate and not as a Series or Class, then a majority of the Shares voted on the matter (without regard to Series or Class) shall decide such matter and a plurality shall elect a Trustee.

Quorum and Required Vote. (a) Forty percent One-third (4033-1/3%) of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent one-third (4033-1/3%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) A majority of the outstanding Shares entitled to vote on a particular matter shall be a quorum for the transaction of business at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except when a larger quorum is required by this Declaration of Trust, that where the By-Laws, applicable law or the requirements Laws require that holders of any securities exchange on which Shares are listed for tradingclass or series shall vote as an individual class or series, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, then a majority of the votes cast aggregate number of Shares of that class or series entitled to vote shall decide any questions and be necessary to constitute a plurality quorum for the transaction of business by that class or series. Any lesser number, however, shall elect be sufficient for adjournments. Any adjourned session or sessions may be held within a Trustee, except reasonable time after the date set for the original meeting without the necessity of further notice. Except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article IIILaws, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.the Shares voted shall decide any questions and a plurality shall elect a Trustee, provided that where the By-Laws require that the holders of any class or series shall vote as an individual class or series a majority of the Shares of that class or series voted on the matter (or a plurality with respect to the election of a Trustee) shall decide that matter insofar as that class or series is concerned. The second paragraph of Section 4 of Article V of the Agreement and Declaration of Trust is amended in its entirety as follows: Notwithstanding any other provision of this Declaration of Trust, the conversion of the Trust from a "closed-end company" to an "open-end company," as those terms are defined in Sections 5(a)(2) and 5(a)(1), respectively, of the 1940 Act as in effect on January 1, 1989, shall require the affirmative vote or consent of the holders of at least 66 2/3% of the Shares of each class entitled to vote. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of the Shares otherwise required by law or by any agreement between the Trust and any national securities exchange. Section I of Article VI of the Agreement and Declaration of Trust is amended to read in its entirety as follows:

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votesvotes , therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes.. # 3254380 v. 1 (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes.. # 3254740 v. 1 (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty Except when a larger vote or quorum is required by any provision of law, this Declaration, the Bylaws or the notice of meeting forwarded to the Shareholders by the Trustees, twenty-five percent (4025%) of the outstanding Shares entitled to vote on a particular matter shall constitute a quorum for voting on a particular matter or the transaction of business at a Shareholders' meeting, which are present in person except that where any provision of law, this Declaration, the Bylaws or represented the notice of meeting forwarded to the Shareholders by proxythe Trustees, requires that holders of any class or series of Shares shall constitute a quorum at the Shareholders' meetingvote as an individual class or series, except when then twenty-five percent (25%) (unless a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%as specified above) of the outstanding Shares of each such Series that class or Class series entitled to vote shall be necessary to constitute a quorum for the transaction of business by that class or series. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held, within a reasonable time after the date set for the original meeting, without the necessity of further notice. Except when a different vote is required by any provision of law, this Declaration, the Bylaws or the notice of meeting forwarded to the Shareholders by the Trustees, a plurality of the quorum of Shares necessary for the transaction of business at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality of Shares voted shall elect a Trustee, except when a larger vote is required by provided that where any provision of law, this Declaration of Trust Declaration, the Bylaws or the By-Laws notice of meeting forwarded to the Shareholders by the Trustees, requires that the holders of any class or series of Shares shall vote as an individual class or series, then a plurality of the quorum of Shares of that class or series necessary for the transaction of business by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present that class or series at a Shareholders' meeting; abstentions and broker non-votes will not be treated meeting shall decide that matter insofar as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum that class or series is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approvalconcerned.

Quorum and Required Vote. Except as otherwise provided in this Section 3 or when a larger vote or quorum is required by any provision of law (a) Forty or the rules of any stock exchange on which any Shares are listed), this Declaration, the Bylaws or the notice of meeting forwarded to the Shareholders by the Trustees, thirty-three and one-third percent (4033.333%) of the outstanding Shares entitled to vote on a particular matter shall constitute a quorum for voting on a particular matter or the transaction of business at a Shareholders' meeting, except that where any provision of law (or the rules of any stock exchange on which any Shares are present in person listed), this Declaration, the Bylaws or represented the notice of meeting forwarded to the Shareholders by proxythe Trustees, requires that holders of any class or series of Shares shall constitute a quorum at the Shareholders' meetingvote as an individual class or series, except when then thirty-three and one-third percent (33.333%) (unless a larger quorum is required as specified above) of Shares of that class or series entitled to vote shall be necessary to constitute a quorum for the transaction of business by this Declaration of Trustthat class or series. Any lesser number shall be sufficient for adjournments. Notwithstanding the foregoing, the By-LawsTrustees are authorized to establish a different quorum requirement in the Bylaws or a notice of Shareholders' meeting approved by the Trustees; provided, however, that such quorum requirement shall comply with applicable law or and the requirements rules of any securities stock exchange on which any Shares are listed listed. Any adjourned session or sessions may be held, within a reasonable time after the date set for tradingthe original meeting, in which case such quorum shall comply with such requirementswithout the necessity of further notice. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except Except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger different vote is required by any provision of this Declaration of Trust law (or the By-Laws rules of any stock exchange on which any Shares are listed), or this Declaration, (i) in an uncontested election of Trustees, a majority of votes cast at a Shareholders' meeting shall be required for election of Trustees; (ii) in a contested election with more than one candidate for a Trustee position, a majority of votes outstanding and entitled to vote for the Trustees shall be required for election; and (iii) notwithstanding foregoing clauses (i) and (ii), the vote required for election of Trustees may be changed in the Bylaws or in a notice of Shareholders' meeting approved by the Trustees; provided, however, that the vote required shall comply with applicable law and the rules of any stock exchange on which any Shares are listed. Except when a different vote is required by any provision of law (or the rules of any stock exchange on which any Shares are listed), the vote required for approval of any actions (other than the election of Trustees, the transactions set forth under Section 2(b) of this Article VI or any other action specifically addressed in this Declaration) shall be: (A) if the action has been approved by a majority of the Trustees then in office, the lesser of (i) a majority of Shares voted or (ii) the least amount permitted by applicable lawlaw or the applicable listing rules; and (B) if the action has not been approved by a majority of the Trustees then in office, seventy-five percent (75%) of the Shares outstanding and entitled to vote. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present On any questions presented at a Shareholders' meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes including the election of determining whether Trustees, a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of all Shareholders voting together as one class and by each class or series of outstanding Shares, including outstanding Preferred Shares, if any, voting separately as a majority class or series shall be required unless the Trustees determine that separate class or series voting is not appropriate and is not required by any provision of votes cast for approvallaw (or the rules of any stock exchange on which any Shares are listed).

Quorum and Required Vote. (a) Forty percent (40%) A majority of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except when a larger quorum is required reqired by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes classes is required, forty percent (40%) a majority of the outstanding Shares of each such Series or Class class entitled to vote at a Shareholders' meeting of such Series or Classclass, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Classclass, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class class are listed for trading, in which case such quorum shall comply with such requirements. (b) . Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or Trust, the By-Laws Laws, the 1940 Act or other applicable law that requires a different vote: (1) in all matters other than the election of Trustees, the affirmative "vote of a majority of the outstanding voting securities" (as defined herein) of the Trust entitled to vote at a Shareholders' meeting at which a quorum is present, shall be the act of the Shareholders; and (2) Trustees shall be elected by applicable lawnot less than a plurality of the votes cast of the holders of Shares entitled to vote present in person or represented by proxy at a Shareholders' meeting at which a quorum is present. Pursuant to Article III, Section 6(d7(d) hereof, where a separate vote by Series and, if applicable, by Class classes is required, the preceding sentence shall apply to such separate votes by Series and Classesclasses. (cb) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes , but will not be treated as votes cast at such meetingcast. Abstentions and broker non-votes, therefore therefore, (i) will be included for purposes of determining whether a quorum is present; , and (ii) will have no effect on proposals that which require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval, but (iii) will have the same effect as a vote "against" on proposals requiring any percentage of the outstanding voting securities of the Trust for approval.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes.. # 3254952 v. 1 (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. Except when a larger vote or quorum is required by any provision of law (a) Forty including, without limitation, the rules of the AMEX, if applicable), this Declaration, the Bylaws or the notice of meeting forwarded to the Shareholders by the Trustees, thirty-three and one-third percent (4033.333%) of the outstanding Shares entitled to vote on a particular matter shall constitute a quorum for voting on a particular matter or the transaction of business at a Shareholders' meeting, which are present in person except that where any provision of law (including, without limitation, the rules of the AMEX, if applicable), this Declaration, the Bylaws or represented the notice of meeting forwarded to the Shareholders by proxythe Trustees, requires that holders of any class or series of Shares shall constitute a quorum at the Shareholders' meetingvote as an individual class or series, except when then thirty-three and one-third percent (33.333%) (unless a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%as specified above) of the outstanding Shares of each such Series that class or Class series entitled to vote shall be necessary to constitute a quorum for the transaction of business by that class or series. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held, within a reasonable time after the date set for the original meeting, without the necessity of further notice. Except when a different vote is required by any provision of law (including, without limitation, the rules of the AMEX, if applicable), this Declaration, the Bylaws or the notice of meeting forwarded to the Shareholders by the Trustees, a plurality of the quorum of Shares necessary for the transaction of business at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality of Shares voted shall elect a Trustee, except when a larger vote is required by provided that where any provision of this Declaration law (including, without limitation, the rules of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series andAMEX, if applicable), by Class is requiredthis Declaration, the preceding sentence Bylaws or the notice of meeting forwarded to the Shareholders by the Trustees, requires that the holders of any class or series of Shares shall apply to such separate votes vote as an individual class or series, then a plurality of the quorum of Shares of that class or series necessary for the transaction of business by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present that class or series at a Shareholders' meeting; abstentions and broker non-votes will not be treated meeting shall decide that matter insofar as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum that class or series is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approvalconcerned.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes.. # 3254368 v. 1 (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) At any meeting of Shareholders, the presence in person or by proxy of the outstanding Shares holders of a majority of the shares of stock of the Trust entitled to vote at such meeting shall constitute a quorum; but this section shall not affect any requirement under any statute, this Agreement and Declaration of Trust or the By-Laws for the vote necessary for the adoption of any measure. If, however, a quorum shall not be present at any meeting of the Shareholders' , the chairman of the meeting or the Shareholders entitled to vote at such meeting, which are present in person or represented by proxy, shall constitute have the power to adjourn the meeting from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the Shareholders' meetingmeeting as originally notified. The Shareholders present either in person or by proxy at a meeting which has been duly called and convened may continue to transact business until adjournment, except when notwithstanding the withdrawal of enough Shareholders to leave less than a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirementsquorum. When a separate vote by one or more Series or Classes classes is required, forty percent (40%) a majority of the outstanding Shares of each such Series or Class class present in person or represented by proxy and entitled to vote shall constitute a quorum at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) class. Subject to the provisions of Article III, Section 6(d), when a quorum is present at Article VIII, Section 4 and any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any other provision of this Declaration of Trust or Trust, the By-Laws or by applicable law. Pursuant to Article III, Section 6(dlaw which requires a different vote: (1) hereof, where a separate vote by Series and, if applicable, by Class is requiredin all matters other than the election of Trustees, the preceding sentence shall apply to such separate affirmative vote of the majority of votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present cast at a Shareholders' meetingmeeting at which a quorum is present shall be the act of the Shareholders; abstentions and broker non-votes will not (2) Trustees shall be treated as elected by a plurality of the votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a Shareholders' meeting at which a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except when a larger quorum is required by this Declaration of TrustTrust , the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-LawsLaws , applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except when a larger quorum is required by this Declaration of Trust, the By-LawsBylaws, applicable law law, or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-LawsBylaws, applicable law law, or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws Bylaws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicableapplicable by Class, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore therefore, (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, approval or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. Except when a larger vote or quorum is required by any provision of law (a) Forty percent (40%) including, without limitation, the rules of the outstanding American Stock Exchange), this Declaration, the Bylaws or the notice of meeting forwarded to the Shareholders by the Trustees, 33.333% of the Shares entitled to vote on a particular matter shall constitute a quorum for voting on a particular matter or the transaction of business at a Shareholders' meeting, which are present in person except that where any provision of law (including, without limitation, the rules of the American Stock Exchange), this Declaration, the Bylaws or represented the notice of meeting forwarded to the Shareholders by proxythe Trustees, requires that holders of any class or series of Shares shall constitute a quorum at the Shareholders' meetingvote as an individual class or series, except when then 33.333% (unless a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%as specified above) of the outstanding Shares of each such Series that class or Class series entitled to vote shall be necessary to constitute a quorum for the transaction of business by that class or series. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held, within a reasonable time after the date set for the original meeting, without the necessity of further notice. Except when a different vote is required by any provision of law (including, without limitation, the rules of the American Stock Exchange), this Declaration, the Bylaws or the notice of meeting forwarded to the Shareholders by the Trustees, a plurality of the quorum of Shares necessary for the transaction of business at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality of Shares voted shall elect a Trustee, except when a larger vote is required by provided that where any provision of law (including, without limitation, the rules of the American Stock Exchange), this Declaration of Trust Declaration, the Bylaws or the By-Laws notice of meeting forwarded to the Shareholders by the Trustees, requires that the holders of any class or series of Shares shall vote as an individual class or series, then a plurality of the quorum of Shares of that class or series necessary for the transaction of business by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present that class or series at a Shareholders' meeting; abstentions and broker non-votes will not be treated meeting shall decide that matter insofar as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum that class or series is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approvalconcerned.

Quorum and Required Vote. (a) Forty percent (40%) Subject to any Board resolution establishing and designating a class of Shares, a majority of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) Abstentions and broker non-votes will be included for purposes of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute determining whether a quorum at the Shareholders' meeting is present. Subject to any provision of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, any Board resolution establishing and designating a class of Shares or applicable law that requires a different vote: (1) in all matters other than the election of Trustees, the affirmative “vote of a majority of the outstanding voting securities” (as defined herein) of the Trust entitled to vote at a Shareholders’ meeting at which a quorum is present, shall be the act of the Shareholders; and (2) Trustees shall be elected by not less than a plurality of the votes cast of the holders of Shares entitled to vote present in person or represented by proxy at a Shareholders’ meeting at which a quorum is present. If any matter affects only the requirements interests of any securities exchange on which Shares some but not all classes then existing, then only the Shareholders of such Series or Class are listed for tradingaffected classes shall be entitled to vote on the matter, in which case this paragraph shall apply to a vote at a meeting of such quorum shall comply class with such requirementschanges in the context hereof as are necessary to substitute the class and its Shares or Shareholders for the Trust and its Shares or Shareholders. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes , but will not be treated as votes cast at such meetingcast. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) therefore, will have no effect on proposals that which require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval, but will have the same effect as a vote “against” on proposals requiring any percentage of the outstanding voting securities of the Trust for approval.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes.. <BCLPAGE>2</BCLPAGE> # 3251013 v. 1 (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) A majority of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law law, or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) a majority of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or Trust, the By-Laws Laws, the 1940 Act or other applicable law that requires a different vote: (1) in all matters other than the election of Trustees, the affirmative "vote of a majority of the outstanding voting securities" (as defined herein) of the Trust entitled to vote at a Shareholders' meeting at which a quorum is present, shall be the act of the Shareholders; and (2) Trustees shall be elected by applicable lawnot less than a plurality of the votes cast of the holders of Shares entitled to vote present in person or represented by proxy at a Shareholders' meeting at which a quorum is present. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and ClassesClass. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and will be treated as votes cast at such meeting; but broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or ; but (iii) will have the same effect as a vote "against" on proposals requiring an affirmative vote any percentage of a majority (A) the Shares of votes cast the Trust, Series or Class, as applicable, present, for approval, or (B) the outstanding voting securities of the Trust, Series or Class, as applicable, for approval.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes.. <BCLPAGE>2</BCLPAGE> # 3254956 v. 1 (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes.. # 3254362 v. 1 (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent One-third (4033-1/3%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum for the transaction of business at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent one-third (4033-1/3%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions Unless otherwise provided by applicable law or regulation, abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; present; and (ii) will have no effect on the approval of proposals that require a plurality for approval, or on the approval of proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; : abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining -determining whether a quorum is present; : and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. Except when a larger vote or quorum is required by any provision of law (a) Forty including, without limitation, the rules of the American Stock Exchange), this Declaration, the Bylaws or the notice of meeting forwarded to the Shareholders by the Trustees, thirty-three and one-third percent (4033.333%) of the outstanding Shares entitled to vote at on a Shareholders' meeting, which are present in person or represented by proxy, particular matter shall constitute a quorum for voting on a particular matter or the transaction of business at the a Shareholders' ’ meeting, except when that where any provision of law (including, without limitation, the rules of the American Stock Exchange), this Declaration, the Bylaws or the notice of meeting forwarded to the Shareholders by the Trustees, requires that holders of any class or series of Shares shall vote as an individual class or series, then thirty-three and one-third percent (33.333%) (unless a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%as specified above) of the outstanding Shares of each such Series that class or Class series entitled to vote shall be necessary to constitute a quorum for the transaction of business by that class or series. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held, within a reasonable time after the date set for the original meeting, without the necessity of further notice. Except when a different vote is required by any provision of law (including, without limitation, the rules of the American Stock Exchange), this Declaration, the Bylaws or the notice of meeting forwarded to the Shareholders by the Trustees, a plurality of the quorum of Shares necessary for the transaction of business at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality of Shares voted shall elect a Trustee, except when a larger vote is required by provided that where any provision of law (including, without limitation, the rules of the American Stock Exchange), this Declaration of Trust Declaration, the Bylaws or the By-Laws notice of meeting forwarded to the Shareholders by the Trustees, requires that the holders of any class or series of Shares shall vote as an individual class or series, then a plurality of the quorum of Shares of that class or series necessary for the transaction of business by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present that class or series at a Shareholders' meeting; abstentions and broker non-votes will not be treated ’ meeting shall decide that matter insofar as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum that class or series is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approvalconcerned.

Quorum and Required Vote. (a) Forty The holders of thirty-three and one-third (33 1/3) percent (40%) of the outstanding Shares entitled to vote at a Shareholders' meeting, which are of the Trust on the record date present in person or represented by proxy, proxy shall constitute a quorum at any meeting of the Shareholders' meeting, except when a larger quorum is required by this Declaration Shareholders for purposes of Trust, the By-Laws, applicable law or the requirements of any securities exchange conducting business on which Shares are listed for trading, in which case such quorum shall comply with such requirementsa vote of all Shareholders of the Trust is being taken. When a separate vote by one or more Series or Classes is required, forty The holders of thirty-three and one-third (33 1/3) percent (40%) of the outstanding Shares of each such Series a class or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are classes on the record date present in person or represented by proxy, proxy shall constitute a quorum at the Shareholders' any meeting of the Shareholders of such Series class or Class, except when a larger quorum is required by this Declaration classes for purposes of Trust, the By-Laws, applicable law or the requirements of any securities exchange conducting business on which a vote of Shareholders of such class or classes is being taken. The holders of thirty-three and one-third (33 1/3) percent of the outstanding Shares of a series or series on the record date present in person or by proxy shall constitute a quorum at any meeting of the Shareholders of such Series series or Class are listed series for trading, in purposes of conducting business on which case a vote of Shareholders of such quorum shall comply with such requirements. (b) Subject to the provisions series or series is being taken. Abstentions and broker non-votes will be included for purposes of Article III, Section 6(d), when determining whether a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable lawpresent. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes , but will not be treated as votes cast at such meetingcast. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) therefore, will have no effect on proposals that which require a plurality or majority of votes cast for approval, or but will have the same effect as a vote “against” on proposals requiring an any percentage of the outstanding voting securities of the Trust for approval. Any meeting of Shareholders may be adjourned one or more times from time to time by the chairman of the meeting to another time for any reason, including the failure of a quorum to be present at the meeting with respect to any proposal or the failure of any proposal to receive sufficient votes for approval, and as to one or more proposals regardless of whether action has been taken on other matters. Any adjourned meeting may be held as adjourned one or more times to a date not later than 130 days after the record date. Notice of adjournment of a Shareholders’ meeting to another time or place need not be given, if such time and place (which shall include a meeting held solely by means of remote communications) are announced at the meeting. Prior to the date upon which any meeting of Shareholders is to be held, Trustees, the Chairman, if any, the President or the Secretary may postpone such meeting one or more times for any reason to a date not later than 130 days after the record date by giving notice to each Shareholder entitled to vote at the meeting so postponed of the place (which shall include a meeting held solely by means of remote communications), date and hour at which such meeting will be held. Such notice shall be given not fewer than two (2) days before the date of such meeting. No new record date need be fixed for any meeting that is postponed and/or adjourned as provided in this Section. If, after a postponement or adjournment, a new record date is fixed for the postponed or adjourned meeting, the Secretary shall give notice of the postponed or adjourned meeting to Shareholders of record entitled to vote at such meeting. If a quorum is present with respect to any one or more proposals, the Chairman, if any, the President or the Secretary may, but shall not be required to, cause a vote to be taken with respect to any such proposal or proposals which vote can be certified as final and effective notwithstanding the adjournment of the meeting with respect to any other proposal or proposals. (b) Subject to any provision of applicable law, this Declaration or resolution of the Trustees specifying or requiring a greater or lesser vote requirement for the transaction of any matter of business at any meeting of Shareholders, when a quorum is present (i) the affirmative vote of a plurality of the votes cast for the election of any Trustee or Trustees shall be the act of such Shareholders with respect to the election of such Trustee or Trustees, (ii) the affirmative vote of a majority of votes cast for approvalthe Shares present in person or represented by proxy and entitled to vote on any other matter shall be the act of the Shareholders with respect to such matter, and (iii) where a separate vote of one or more classes or series is required on any matter, the affirmative vote of a majority of the Shares of such class or classes or series or series present in person or represented by proxy and entitled to vote on such matter shall be the act of the Shareholders of such class or classes or series or series with respect to such matter.

Quorum and Required Vote. Except when a larger vote or quorum is required by any provision of law (a) Forty or the rules of any stock exchange on which any Shares are listed), this Declaration, the Bylaws or the notice of meeting forwarded to the Shareholders by the Trustees, thirty-three and one-third percent (4033.333%) of the outstanding Shares entitled to vote at on a Shareholders' meeting, which are present in person or represented by proxy, particular matter shall constitute a quorum for voting on a particular matter or the transaction of business at the a Shareholders' ’ meeting, except when that where any provision of law (or the rules of any stock exchange on which any Shares are listed), this Declaration, the Bylaws or the notice of meeting forwarded to the Shareholders by the Trustees, requires that holders of any class or series of Shares shall vote as an individual class or series, then thirty-three and one-third percent (33.333%) (unless a larger quorum is required as specified above) of Shares of that class or series entitled to vote shall be necessary to constitute a quorum for the transaction of business by this Declaration that class or series. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held, within a reasonable time after the date set for the original meeting, without the necessity of Trust, the By-Laws, applicable further notice. Except when a different vote is required by any provision of law (or the requirements rules of any securities stock exchange on which any Shares are listed for tradinglisted), in which case such quorum shall comply with such requirements. When this Declaration, the Bylaws or the notice of meeting forwarded to the Shareholders by the Trustees, a separate vote by one or more Series or Classes is required, forty percent (40%) plurality of the outstanding quorum of Shares necessary for the transaction of each such Series or Class entitled to vote business at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality of Shares voted shall elect a Trustee, except when a larger vote is required by provided that where any provision of this Declaration of Trust law (or the By-Laws or by applicable law. Pursuant to Article IIIrules of any stock exchange on which any Shares are listed), Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is requiredthis Declaration, the preceding sentence Bylaws or the notice of meeting forwarded to the Shareholders by the Trustees, requires that the holders of any class or series of Shares shall apply to such separate votes vote as an individual class or series, then a plurality of the quorum of Shares of that class or series necessary for the transaction of business by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present that class or series at a Shareholders' meeting; abstentions and broker non-votes will not be treated ’ meeting shall decide that matter insofar as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum that class or series is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approvalconcerned.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except when a larger quorum is required by this Declaration of Trust, the By-LawsBylaws, applicable law law, or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-LawsBylaws, applicable law law, or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws Bylaws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicableapplicable by Class, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore therefore, (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality or any percentage of votes cast for approval, or ; but (iii) will have the same effect as a vote "against" on proposals requiring an affirmative vote of a majority any percentage of votes cast the outstanding voting securities of the Trust for approval.

Quorum and Required Vote. (a) Forty percent (40%) One-quarter of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, proxy shall constitute a quorum for the transaction of business at the a Shareholders' ’ meeting, except when a larger quorum is required by that where any applicable provision of the 1940 Act or other applicable law or this Declaration of Trust, Trust permits or requires the By-Laws, applicable law or the requirements holders of any securities exchange on which Shares are listed for tradingClass to vote as a Class, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) then one-quarter of the outstanding aggregate number of Shares of each such Series or that Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum for the transaction of business by that Class. Any meeting of Shareholders may, by action of the chairman of the meeting, be adjourned with respect to one or more matters to be considered at such meeting, whether or not a quorum is present with respect to such matter(s). Any adjourned meeting may be held as adjourned without further notice if the date, time and place of the adjourned meeting were announced at the Shareholders' meeting time of such Series or Class, except when a larger quorum is required by this Declaration of Trustthe adjournment. At any adjourned meeting, the By-Laws, applicable law or Fund may transact any business that might have been transacted at the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirementsoriginal meeting. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except Except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws laws or by applicable provisions of the 1940 Act or other applicable law. Pursuant to Article III, Section 6(d) hereof, where when a separate vote by Series and, if applicable, by Class quorum is requiredpresent at any meeting, the preceding sentence vote required to approve a matter requiring a vote of the Shareholders shall apply to such separate votes be as set forth below: (i) a majority of the Shares voted in person or by Series proxy shall decide any matters not otherwise provided for in this Declaration of Trust or the By-Laws; (ii) a plurality of all the Shares voted at a meeting of the Shareholders at which a quorum is present shall elect a Trustee, except in the case of a contested election, in which case a majority of all the Shares issued and Classesoutstanding shall elect a Trustee; and (iii) except as provided in Section 11.7, a Supermajority of all the Shares issued and outstanding shall decide any proposal by a Shareholder. (c) Abstentions and broker nonShares shall be voted in the aggregate, except when required by the 1940 Act or other applicable law, or when this Declaration of Trust or the By-votes will laws requires that Shares be treated voted by Class. Except when a larger vote is required by the 1940 Act or other applicable law, any provision of this Declaration of Trust or the By-Laws, when the holders of any Class vote as votes present at a Shareholders' meeting; abstentions and broker non-votes will not Class, the vote required to approve a matter insofar as that Class is concerned shall be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore set forth below: (i) will be included a majority of the Shares of that Class voted in person or by proxy shall decide any matters not otherwise provided for purposes in this Declaration of determining whether a quorum is presentTrust or the By-Laws; and and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approvalall the Shares of that Class issued and outstanding shall elect a Trustee; and (iii) notwithstanding any other provision in this Declaration of Trust, except as provided in Section 11.7, a Supermajority of all the Shares of that Class issued and outstanding shall decide any proposal by a Shareholder.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' Shareholders’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' Shareholders’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' Shareholders’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' Shareholders’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' Shareholders’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes.. # 3251742 v. 1 (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) The presence in person or by proxy of the holders of record of Shares issued and outstanding and entitled to vote representing at least one-third of the total combined net asset value of all Shares issued and outstanding and entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, ’ meeting shall constitute a quorum for the transaction of any business at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) one third of the outstanding total combined net asset value of all Shares of each such Series or Class issued and outstanding and entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, votes therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes.. # 3254758 v. 1 (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent One-third (4033-1/3%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum for the transaction of business at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent one-third (4033-1/3%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; present; and (ii) will have no effect on the approval of proposals that require a plurality for approval, or on the approval of proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions any provision of Article III, Section 6(d), when a quorum is present at any the meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class class entitled to vote at a Shareholders' meeting of such Series or Classclass, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Classclass, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or Trust, the By-Laws Laws, the 1940 Act or other applicable law that requires a different vote: (1) in all matters other than the election of Trustees, the affirmative "vote of a majority of the outstanding voting securities" (as defined herein) of the Trust entitled to vote at a Shareholders' meeting at which a quorum is present, shall be the act of the Shareholders; and (2) Trustees shall be elected by applicable lawnot less than a plurality of the votes cast of the holders of Shares entitled to vote present in person or represented by proxy at a Shareholders' meeting at which a quorum is present. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class classes is required, the preceding sentence shall apply to such separate votes by Series and Classesclasses. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes , but will not be treated as votes cast at such meetingcast. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; , and (ii) will have no effect on proposals that which require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval, but (iii) will have the same effect as a vote "against" on proposals requiring any percentage of the outstanding voting securities of the Trust for approval.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-non- votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except Except when a larger quorum is required by this Declaration any provision of Trust, the By-Laws, applicable law or the requirements Declaration of any securities exchange on which Shares are listed for tradingTrust or these Bylaws, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty thirty-three and one-third percent (40%33?%) of the outstanding Shares of each such Series or Class entitled to vote on a particular matter shall constitute a quorum for the transaction of business at a Shareholders' meeting, except that where any provision of law or the Declaration of Trust or these Bylaws permits or requires that holders of any class or series of Shares shall vote as an individual class or series, then thirty-three and one-third percent (33?%) (unless a larger quorum is required as specified above) of Shares of that class or series entitled to vote shall be necessary to constitute a quorum for the transaction of business by that class or series. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held, within a reasonable time after the date set for the original meeting, without the necessity of further notice. Except when a different vote is required by any provision of law or the Declaration of Trust or these Bylaws, a plurality of the quorum of Shares necessary for the transaction of business at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality of Shares voted shall elect a Trustee, except when a larger vote is required by provided that where any provision of this law or of the Declaration of Trust or these Bylaws permits or requires that the By-Laws holders of any class or series of Shares shall vote as an individual class or series, then a plurality of the quorum of Shares of that class or series necessary for the transaction of business by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present that class or series at a Shareholders' meeting; abstentions and broker non-votes will not be treated meeting shall decide that matter insofar as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum that class or series is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approvalconcerned.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d6(c)(vi), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d6(c)(vi) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.such

Quorum and Required Vote. (a) Forty Thirty Three and one third percent (4033.33%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty thirty three and one third percent (4033.33%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' ’ meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' ’ meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes.. # 3254524 v. 1 (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) The presence in person or by proxy of the holders of record of Shares issued and outstanding and entitled to vote representing at least one-third of the total combined net asset value of all Shares issued and outstanding and entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, Shareholders meeting shall constitute a quorum for the transaction of any business at the Shareholders' Shareholders meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) one third of the outstanding total combined net asset value of all Shares of each such Series or Class issued and outstanding and entitled to vote at a Shareholders' Shareholders meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' Shareholders meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' Shareholders meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, votes therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

Quorum and Required Vote. (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except Except when a larger quorum is required by applicable law, this Declaration of Trust, Trust or the By-Laws, applicable law thirty-three and one-third percent (33-1/3%) of the Shares present in person or the requirements of any securities exchange on which Shares are listed for trading, in which case represented by proxy and entitled to vote at a Shareholders’ meeting shall constitute a quorum at such quorum shall comply with such requirementsmeeting. When a separate vote by one or more Series or Classes is required, forty thirty-three and one-third percent (4033-1/3%) of the outstanding Shares of each such Series or Class present in person or represented by proxy and entitled to vote shall constitute a quorum at a Shareholders' ’ meeting of such Series or Class. Any meeting of Shareholders may be adjourned from time to time by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time, which are present in person whether or represented by proxy, shall constitute not a quorum is present, and the meeting may be held as adjourned within ninety (90) days after the date set for the original meeting without further notice. Any adjournment may be with respect to one or more proposals, but not necessarily all proposals, to be voted or acted upon at such meeting and any adjournment will not delay or otherwise affect the effectiveness and validity of a vote or other action taken at a Shareholders' ’ meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) prior to adjournment. Subject to the provisions of Article III, Section 6(d7(d), when a quorum is present at any meeting, a majority of the votes cast Shares voted shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where Abstentions and broker non-votes will be included for purposes of determining whether a separate vote by Series and, if applicable, by Class quorum is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) present at a Shareholders’ meeting. Abstentions and broker non-votes will be treated as votes present at a Shareholders' ’ meeting; abstentions and broker non-votes , but will not be treated as votes cast at such meetingcast. Abstentions and broker non-votes, therefore Where any provision of law or of this Declaration of Trust requires that the holders of any Series (ior Class) will be included for purposes of determining whether shall vote as a quorum is present; and Series (iior Class) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative the matter the vote of a majority of votes cast for approvalthe Shares of the Series (or Class) (or a plurality with respect to the election of a Trustee) shall decide that matter insofar as that Series (or Class) is concerned.

Quorum and Required Vote. (a) Forty percent (40%) A majority of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, or applicable law or the requirements of any securities exchange on which Shares are listed for tradinglaw, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) a majority of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, or applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for tradinglaw, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or Trust, the By-Laws Laws, the 1940 Act or other applicable law that requires a different vote: (1) in all matters other than the election of Trustees, the affirmative "vote of a majority of the outstanding voting securities" (as defined herein) of the Trust entitled to vote at a Shareholders' meeting at which a quorum is present, shall be the act of the Shareholders; and (2) Trustees shall be elected by applicable lawnot less than a plurality of the votes cast of the holders of Shares entitled to vote present in person or represented by proxy at a Shareholders' meeting at which a quorum is present. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and ClassesClass. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes , but will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore therefore, (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority any percentage of votes cast for approval; but (iii) will have the same effect as a vote "against" on proposals requiring any percentage of the outstanding voting securities of the Trust, Series or Class, as applicable, for approval.