Common use of Shareholders Voting Powers and Meetings Clause in Contracts

Shareholders Voting Powers and Meetings. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1 hereof, (ii) with respect to any investment adviser as provided in Article IV, Section 7 hereof, (iii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article IX, Section 4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (vii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the By-Laws or by any registration of the Trust with the Securities and Exchange Commission or any state, or as the Trustees may consider necessary or desirable. Notwithstanding any other provisions of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or class, except that (1) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, and (2) when the Trustees have determined that the matter affects only the interests of one or more series or class, then only Shareholders of such series or class(es) shall be entitled to vote thereon. The Shareholders may hold meetings and take action as provided in the By-Laws, subject to the requirements of the 1940 Act where applicable. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by Shareholders.

Shareholders Voting Powers and Meetings. SECTION 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to (ia) for the election or of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the removal of Trustees as provided in Article IV, Section 1 hereof, 1(d); (iic) with respect to any investment adviser advisory or management contract as provided in Article IVVI, Section 7 hereof, 1; (iiid) with respect to any termination of the Trust or any series or class to the extent and as provided in Article IXVIII, Section 4 hereof, 3; (ive) with respect to any the amendment of this Declaration of Trust to the extent and as provided in Article IXVIII, Section 7 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, 5; and (viif) with respect to such additional matters relating to the Trust as may be required or authorized by law, by this Declaration of Trust, by or the By-Laws or by any registration of the Trust with the Securities and Exchange Commission or any stateState, or as the Trustees may consider necessary or desirable. Notwithstanding any other provisions of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or class, except that . (1i) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, and Series; (2ii) when the matter involves the termination of a Series or any other action that the Trustees have determined that the matter affects will affect only the interests of one or more series or classSeries, then only Shareholders of such series Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or class(es) more Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Laws. A proxy may be given in writing. The Shareholders By-Laws may hold meetings and take action as provided provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, subject to in the requirements event a proposal by anyone other than the officers or Trustees of the 1940 Act where applicableTrust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Shareholders Voting Powers and Meetings. SECTION 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to (ia) for the election or of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the removal of Trustees as provided in Article IV, Section 1 hereof, 1(d); (iic) with respect to any investment adviser as provided in Article IV, Section 7 hereof, advisory or management contract; (iiid) with respect to any termination of the Trust or any series or class to the extent and as provided in Article IXVIII, Section 4 hereof, 2; (ive) with respect to any the amendment of this Declaration of Trust to the extent and as provided in Article IXVIII, Section 7 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, 3; and (viif) with respect to such additional matters relating to the Trust as may be required or authorized by law, by this Declaration of Trust, by or the By-Laws or by any registration of the Trust with the Securities and Exchange Commission or any stateState, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provisions provision of this Declaration of Trust, on any matter matters submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or classin aggregate, except that except: (1i) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, and Series; (2ii) when the matter involves the termination of a Series or any other action that the Trustees have determined that the matter affects will affect only the interests of one or more series or classSeries, then only Shareholders of such series Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or class(es) more Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Laws. A proxy may be given in writing. The Shareholders By-Laws may hold meetings and take action as provided provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, subject to in the requirements event a proposal by anyone other than the officers or Trustees of the 1940 Act where applicableTrust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust,Shares may be voted only by written proxy or in person at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-By- Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By- Laws.

Shareholders Voting Powers and Meetings. Voting Powers ------------- Section 1. The Shareholders shall have power to vote only (i) for the --------- election or removal of Trustees as provided in Article IV, Section 1 hereof1, (ii) with respect to any investment adviser advisor or manager as provided in Article IV, Section 7 hereof7, (iii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article IX, Section 4 hereof4, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 hereof7, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, action proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (vii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the By-Laws laws or by any registration of the Trust with the Securities and Exchange Commission (or any successor agency or any state, or as the Trustees may consider necessary or desirable. Notwithstanding any other provisions of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or class, except that . (1) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or classseries, in which event, unless otherwise required by the 1940 Act, a vote of Shareholders of all shares of the Trust, irrespective of series, shall not be required; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classseries, then only Shareholders of the such series or class(es) shall be entitled to vote thereon. The Shareholders may hold meetings and take action as provided There shall be no cumulative voting in the By-Laws, subject election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to the requirements exercise of the 1940 Act where applicableproxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by by-law, this Declaration of Trust or the By-Laws to be taken by Shareholders. Voting Power and Meetings ------------------------- Section 2. Meetings of Shareholders of the Trust or of any series may be --------- called by the Trustees, or such other person or persons as may be specific in the By-Laws, and held from time to time for the purpose of taking action upon any matter requiring the vote or the authority of the Shareholders of the Trust or any series as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. Meetings of Shareholders of the Trust or of any series shall be called by the Trustees or such other person or persons as may be specified in the By-Laws upon written application by Shareholders holding at least 10% of the outstanding Shares of the Trust, if Shareholders of all series are required hereunder to vote in the aggregate and not by individual series at such meeting, or of any series, if Shareholders of such series are entitled hereunder to vote by individual series at such meeting, requesting that a meeting be called for a purpose requiring action by the Shareholders as provided herein or in the By-Laws. The Shareholders shall be entitled to at least seven days' written notice of any meeting of the Shareholders.

Shareholders Voting Powers and Meetings. The Section i. Voting Powers, Meetings, Notice, and Record Dates. (1) Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1 hereof, (ii) with respect to any investment adviser as provided in Article IV, Section 7 hereof, (iii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article IX, Section 4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof1, and (viiii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the By-Laws Laws, the 1940 Act or by any registration statement of the Trust filed with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider and determine necessary or desirable. Notwithstanding Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote as to any matter on which it is entitled to vote. To the extent that the 1940 Act or Delaware law is amended by rule, regulation, order, or no-action letter to eliminate or limit Shareholders’ right to vote on any specific matter, the Shareholders’ right to vote shall be deemed to be amended, modified or interpreted in accordance therewith without further approval by the Trustees or the Shareholders. Shares may be voted in person or by proxy or by any manner authorized by the Trustees. Unless the Trustees declare otherwise, proxies may be given by any electronic or telecommunications device or in any other provisions of this Declaration of Trustmanner, on any matter but if a proposal by anyone other than the officers or Trustees is submitted to a vote of Shareholdersthe Shareholders of any Series or Class, all or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees, Shares of the Trust then entitled to vote shall may be voted only in person or by individual series or class, except that (1) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, and (2) when written proxy unless the Trustees have determined that the matter affects only the interests specifically authorize other permissible methods of one or more series or class, then only Shareholders of such series or class(es) shall be entitled to vote thereon. The Shareholders may hold meetings and take action as provided in the By-Laws, subject to the requirements of the 1940 Act where applicabletransmission. Until Shares of a Series are issued, the Trustees may exercise all of the rights of the Shareholders and may take any action of such Series with respect to the Trust or such particular Series required or permitted by law, law or this Declaration of Trust or and the By-Laws to be taken by Shareholders. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.

Shareholders Voting Powers and Meetings. Voting Powers ------------- Section 1. The Shareholders shall have power to vote only (i) for the --------- election or removal of Trustees as provided in Article IV, Section 1 hereof1, (ii) with respect to any investment adviser Adviser as provided in Article IV, Section 7 hereof6, (iii) with respect to any termination of the this Trust or any series or class to the extent and as provided in Article IX, Section 4 hereof4, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 hereof, and (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (vii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the By-Laws Bylaws or by any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Holders of Shares of each series or class shall be entitled to one vote for each dollar (or a proportionate fractional vote for each fraction of a dollar) of net asset value per Share of each series or class for each Share held as to any matter on which such Shares are entitled to vote. Notwithstanding any other provisions provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or class except: (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes materially differently, Shares shall be voted by individual series or class, except that (1) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, ; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classclasses, then only Shareholders of such series or class(es) classes shall be entitled to vote thereon. The Shareholders may hold meetings and take action as provided There shall be no cumulative voting in the By-Laws, subject election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the requirements contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At all meetings of Shareholders, unless inspectors of election have been appointed, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the 1940 Act where applicablemeeting. Unless otherwise specified in the proxy, the proxy shall apply to all Shares of each series of the Trust owned by the Shareholder. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by Shareholders. Meetings -------- Section 2. No annual or regular meeting of Shareholders is required. --------- Meetings of Shareholders of the Trust or of any series or class may be called by the Trustees or such other person or persons as may be specified in the Bylaws and held from time to time for the purpose of taking action upon any matter requiring the vote or the authority of the Shareholders of the Trust or any series or class as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. Meetings of Shareholders of the Trust or of any series or class shall be called by the Trustees or such other person or persons upon written application as may be specified in the Bylaws. The Shareholders shall be entitled to at least seven days' written notice of any meeting of the Shareholders.

Shareholders Voting Powers and Meetings. SECTION 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only with respect to (ia) for the election or of Trustees as provided in Section 2 of this Article and Section 1 of Article IV; (b) the removal of Trustees as provided in Article IV, Section 1 hereof, 1(d); (iic) with respect to any investment adviser advisory or management contract as provided in Article IVVI, Section 7 hereof, 1; (iiid) with respect to any termination of the Trust or any series or class to the extent and as provided in Article IXVIII, Section 4 hereof, 3; (ive) with respect to any the amendment of this Declaration of Trust to the extent and as provided in Article IXVIII, Section 7 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, 5; and (viif) with respect to such additional matters relating to the Trust as may be required or authorized by law, by this Declaration of Trust, by or the By-Laws or by any registration of the Trust with the Securities and Exchange Commission or any stateState, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provisions provision of this Declaration of Trust, on any matter matters submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or classin aggregate, except that except: (1i) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, and Series; (2ii) when the matter involves the termination of a Series or any other action that the Trustees have determined that the matter affects will affect only the interests of one or more series or classSeries, then only Shareholders of such series Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or class(es) more Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Laws. A proxy may be given in writing. The Shareholders By-Laws may hold meetings and take action as provided provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, subject to in the requirements event a proposal by anyone other than the officers or Trustees of the 1940 Act where applicableTrust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Shareholders Voting Powers and Meetings. Voting Powers ------------- Section 1. The Shareholders shall have power to vote only (i) for the --------- election or removal of Trustees as provided in Article IV, Section 1 hereof1, (ii) with respect to any investment adviser as provided in Article IV, Section 7 hereof7, (iii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article IX, Section 4 hereof4, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 hereof7, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (vii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the By-By- Laws or by any registration of the Trust with the Securities and Exchange Commission or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provisions of this Declaration of Trust, on or any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or class, except that (1) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, and (2) when the Trustees have determined that the matter affects only the interests of one or more series or class, then only Shareholders of such series or class(es) class shall be entitled to vote thereon. The Shareholders may hold meetings and take action as provided There shall be no cumulative voting in the By-Laws, subject election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to the requirements exercise of the 1940 Act where applicableproxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by Shareholders. Voting Power and Meetings ------------------------- Section 2. Meetings of Shareholders of the Trust or of any series or class --------- may be called by the Trustees, or such other person or persons as may be specified in the By-Laws, and held from time to time for the purpose of taking action upon any matter requiring the vote or the authority of the Shareholders of the Trust or any series or class as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. Written notice of any meeting of Shareholders shall be given or caused to be given by the Trustees by mailing such notice at least seven days before such meeting, postage prepaid, stating the time, place and purpose of the meeting, to each Shareholder at the Shareholder's address as it appears on the records of the Trust. If the Trustees shall fail to call or give notice of any meeting of Shareholders for a period of thirty days after written application by Shareholders holding at least 10% of the Shares then outstanding requesting a meeting to be called for a purpose requiring action by the Shareholders as provided herein or in the By- Laws, then Shareholders holding at least 10% of the Shares then outstanding may call and give notice of such meeting, and thereupon the meeting shall be held in the manner provided for herein in case of call thereof by the Trustees. Notice of a meeting need not be given to any Shareholder if a written waiver of notice, executed by him or her before or after the meeting, is filed with the records of the meeting, or to any Shareholder who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Quorum and Required Vote ------------------------ Section 3. A majority of the Shares entitled to vote shall be a quorum for --------- the transaction of business at a Shareholders' meeting, except that where any provision of law or of this Declaration of Trust permits or requires that holders of any series [or class] shall vote as a series or class, then a majority of the aggregate number of Shares of that series or class entitled to vote shall be necessary to constitute a quorum for the transaction of business by that series or class. Any lesser number, however, 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 larger vote is required by any provisions of this Declaration of Trust or the By-Laws, a majority of the Shares voted on any matter shall decide such matter and a plurality shall elect a Trustee, provided that where any provision of law or of this Declaration of Trust permits or requires that the holders of any series or class shall vote as a series or class, then a majority of the Shares of that series or class voted on the matter shall decide that matter insofar as that series or class is concerned. Action by Written Consent ------------------------- Section 4. Any action taken by Shareholders may be taken without a meeting --------- if a majority of Shareholders entitled to vote on the matter (or such larger vote as shall be required by any provision of this Declaration of Trust or the By-Laws) consent to the action in writing and such written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Shareholders Voting Powers and Meetings. Voting Powers ------------- Section 1. The Shareholders shall have power to vote only (i) for the election or of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 1 hereof, (ii) with respect to any investment adviser as provided in Article IV, Section 7 hereof1, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of the this Trust or any series or class to the extent and as provided in Article IX, Section 4 hereof4, (ivv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 hereof7, (vvi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (vii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the By-Laws Bylaws or by any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provisions provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or classSeries, except that (1) when so required by the 1940 ActAct or any Rules or Orders hereunder, then Shares shall be voted in the aggregate and not by individual series or class, Series; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classSeries, then only Shareholders of such series or class(es) Series shall be entitled to vote thereon. The Shareholders may hold meetings and take action as provided There shall be no cumulative voting in the By-Laws, subject election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the requirements contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the 1940 Act where applicableburden of proving invalidity shall rest on the challenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by Shareholders.

Shareholders Voting Powers and Meetings. Voting Powers ------------- Section 1. The Shareholders shall have power to vote only only: (ia) for the election or removal of Trustees as provided in Article IV, Section 1 hereof, 1; (iib) with respect to any investment adviser advisor or manager as provided in Article IV, Section 7 hereof, 6; (iiic) with respect to any termination or reorganization of the Trust or any series or class thereof to the extent and as provided in Article IX, Section 4 hereof, 1; (ivd) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 hereof, 4; (ve) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, ; and (viif) with respect to such additional matters relating to the Trust as may be required by law, by the 1940 Act, this Declaration of Trust, by the By-Laws or by any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Notwithstanding any other provisions of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or class, except that . (1a) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, series; and (2b) when the Trustees have determined that the matter affects only the interests of one or more series or classseries, then only Shareholders of such series or class(es) shall be entitled to vote thereon. The Shareholders may hold meetings and take action as provided There shall be no cumulative voting in the By-Laws, subject election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to the requirements exercise of the 1940 Act where applicableproxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by Shareholders. Shareholder Meetings -------------------- Section 2. Meetings of Shareholders (including meetings involving only one or more but less than all series) may be called and held from time to time for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. Such meetings shall be held at the principal office of the Trust as set forth in the By-Laws of the Trust or at any such other place within the United States as may be designated in the call thereof, which call shall be made by the Trustees or the President of the Trust. Meetings of Shareholders may be called by the Trustees or such other person or persons as may be specified in the By-Laws upon written application by Shareholders holding at least twenty-five percent (25%) (or ten percent (10%)) if the purpose of the meeting is to determine if a Trustee is to be removed from office) of the Shares then outstanding requesting a meeting be called for a purpose requiring action by the Shareholders as provided herein or in the By-Laws which purpose shall be specified in any such written application. Shareholders shall be entitled to at least seven days' written notice of any meeting of the Shareholders.

Shareholders Voting Powers and Meetings. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1 hereof, (ii) with respect to any investment adviser as provided in Article IV, Section 7 hereof, (iii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article IX, Section 4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 9 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (vii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the By-Laws ByLaws or by any registration of the Trust with the Securities and Exchange Commission or any state, or as the Trustees may consider necessary or desirable. Notwithstanding any other provisions of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual 13 series or class, except that (1) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, and (2) when the Trustees have determined that the matter affects only the interests of one or more series or class, then only Shareholders of such series or class(es) shall be entitled to vote thereon. The Shareholders may hold meetings and take action as provided in the By-Laws, subject to the requirements of the 1940 Act where applicable. Until Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional share shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series are issuedoutstanding, the Trustees may exercise all rights of Shareholders of that Series and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by Shareholders.

Shareholders Voting Powers and Meetings. Voting Powers Section 1. The Shareholders shall have power to vote only (i) for the election or of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 1 hereof, (ii) with respect to any investment adviser as provided in Article IV, Section 7 hereof1, (iii) with respect to any termination Manager as provided in Article IV, Section 6, (iv) with respect to any merger, consolidation or sale of assets of the Trust or any series or class to the extent and as provided in Article IX, Section 4 hereof5, (ivv) with respect to any conversion of the Trust as provided in Article IX, Section 6, (vi) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (vii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 hereof9, (vviii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (viiix) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the By-Laws Bylaws or by any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Notwithstanding any other provisions of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or class, except that (1) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, and (2) when the Trustees have determined that the matter affects only the interests of one or more series or class, then only Shareholders of such series or class(es) Each whole Share shall be entitled to one vote thereonas to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. The Shareholders may hold meetings and take action as provided There shall be no cumulative voting in the By-Laws, subject election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the requirements contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the 1940 Act where applicableburden of proving invalidity shall rest on the challenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by Shareholders.

Shareholders Voting Powers and Meetings. The Section 1. Voting Powers Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the By-Laws, the Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1 hereof1, (ii) with respect to any investment adviser as provided in Article IV, Section 7 hereof, (iii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article IX, Section 4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IXVIII, Section 7 hereof8, (viii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (viiv) with respect to any merger, consolidation, sale of assets, or incorporation the termination of the Trust or any series Series or class to the extent and as provided in Article IXVIII, Sections 6 and 7 hereofSection 4, and (viiv) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the By-Laws or by any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Notwithstanding Each whole Share shall be entitled to one vote as to any other provisions of this Declaration of Trust, matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the By-Laws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more Series or classes of Shares materially differently, Shares shall be voted by individual series or class, except that (1) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, ; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classclasses, then only Shareholders of such series or class(es) classes shall be entitled to vote thereon. The Shareholders may hold meetings and take action as provided There shall be no cumulative voting in the By-Laws, subject election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the requirements contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the 1940 Act where applicableburden of proving invalidity shall rest on the challenger. Until At any time when no Shares of a Series or class are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the By-Laws to be taken by Shareholdersthe Shareholders thereof.

Shareholders Voting Powers and Meetings. Voting Powers ------------- SECTION 1. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1 hereof1, (ii) with respect to any investment adviser Adviser as provided in Article IV, Section 7 hereof7, (iii) with respect to any termination of the this Trust or any series or class to the extent and as provided in Article IX, Section 4 hereof4, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 hereof7, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (vii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the By-Laws or by any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Notwithstanding any other provisions of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or class, except that (1) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, and (2) when the Trustees have determined that the matter affects only the interests of one or more series or class, then only Shareholders of such series or class(es) Each whole Share shall be entitled to one vote thereonas to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. The Shareholders may hold meetings and take action as provided There shall be no cumulative voting in the By-Laws, subject election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the requirements contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the 1940 Act where applicableburden of proving invalidity shall rest on the challenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by Shareholders. SECTION 2. There shall be an annual meeting of the Shareholders on the date fixed in the By-Laws at the office of the Trust in Boston, Massachusetts, or at such other place as may be designated in the call thereof, which call shall be made by the Trustees. In the event that such meeting is not held in any year on the date fixed in the By-Laws, whether the omission be by oversight or otherwise, a subsequent special meeting may be called by the Trustees and held in lieu of the annual meeting with the same effect as though held on such date. Special meetings may also be called by the Trustees from time to time for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. Written notice of any meeting of Shareholders shall be given or caused to be given by the Trustees by mailing such notice at least seven days before such meeting, postage prepaid, stating the time, place and purpose of the meeting, to each Shareholder at the Shareholder's address as it appears on the records of the Trust. If the Trustees shall fail to call or give notice of any meeting of Shareholders for a period of 30 days after written application by shareholders holding at least 10% of the Shares then outstanding requesting a meeting to be called for a purpose requiring action by the Shareholders as provided herein or in the By-Laws, then Shareholders holding at least 10% of the Shares then outstanding may call and give notice of such meeting, and thereupon the meeting shall be held in the manner provided for herein in case of call thereof by the Trustees.

Shareholders Voting Powers and Meetings. Section 1. Voting Powers, Meetings, Notice, and Record Dates. The Shareholders shall have power to vote only only: (i) for the election or removal of Trustees as provided in Article IV, Section 1 hereof, and (ii) with respect to any investment adviser as provided in Article IV, Section 7 hereof, (iii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article IX, Section 4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (vii) with respect to such additional matters relating to the Trust as may be required by applicable law, by this Declaration of Trust, by the By-Laws or by any registration statement of the Trust with the Securities and Exchange Commission (or any state, successor agency) or as the Trustees may consider necessary or desirable. Shareholders shall be entitled to one vote for each dollar, and a fractional vote for each fraction of a dollar, of net asset value per Share for each Share held, as to any matter on which the Share is entitled to vote. Notwithstanding any other provisions provision of this Declaration of Trust, on any matter matters submitted to a vote of the Shareholders, all Shares shares of the Trust then entitled to vote Shares shall be voted by individual series or class, except that Series; (1ii) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, and (2) when matter involves any action that the Trustees have determined that the matter affects will affect only the interests of one or more series or classSeries, then only Shareholders of such series Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or class(es) more Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. The Shareholders may hold meetings and take action as provided There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy may be given in writing. The By-LawsLaws may provide that proxies may also, subject to the requirements of the 1940 Act where applicableor may instead, be given by an electronic or telecommunications device or in any other manner. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by Shareholdersthe Shareholders Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Shareholders Voting Powers and Meetings. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1 hereof, (ii) with respect to any investment adviser as provided in Article IV, Section 7 hereof, (iii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article IX, Section 4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 9 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (vii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the By-Laws ByLaws or by any registration of the Trust with the Securities and Exchange Commission or any state, or as the Trustees may consider necessary or desirable. Notwithstanding any other provisions of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or class, except that (1) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, and (2) when the Trustees have determined that the matter affects only the interests of one or more series or class, then only Shareholders of such series or class(es) shall be entitled to vote thereon. The Shareholders may hold meetings and take action as provided in the By-Laws, subject to the requirements of the 1940 Act where applicable. Until Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional share shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series are issuedoutstanding, the Trustees may exercise all rights of Shareholders of that Series and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by Shareholders.

Shareholders Voting Powers and Meetings. SECTION 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only only: (i) for the election or removal of Trustees as provided in Article IV, Section 1 hereof, and (ii) with respect to any investment adviser as provided in Article IV, Section 7 hereof, (iii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article IX, Section 4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (vii) with respect to such additional matters relating to the Trust as may be required by applicable law, by this Declaration of Trust, by the By-Laws or by any registration of the Trust with the Securities and Exchange Commission (or any statesuccessor agency), or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provisions provision of this Declaration of Trust, on any matter matters submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or classin aggregate, except that except: (1i) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, and Series; (2ii) when the matter involves the termination of a Series or any other action that the Trustees have determined that the matter affects will affect only the interests of one or more series or classSeries, then only Shareholders of such series Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or class(es) more Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy may be given in writing. The Shareholders By-Laws may hold meetings and take action as provided provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, subject to in the requirements event a proposal by anyone other than the officers or Trustees of the 1940 Act where applicableTrust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only by written proxy or in person at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By- Laws.

Shareholders Voting Powers and Meetings. Section 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only only: (i) for the election or removal of Trustees as provided in Article IV, Section 1 hereof, and (ii) with respect to any investment adviser as provided in Article IV, Section 7 hereof, (iii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article IX, Section 4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (vii) with respect to such additional matters relating to the Trust as may be required by applicable law, by this Declaration of Trust, by the By-Laws or by any registration statement of the Trust with the Securities and Exchange Commission (or any state, successor agency) or as the Trustees may consider necessary or desirable. Shareholders shall be entitled to one vote for each dollar, and a fractional vote for each fraction of a dollar, of net asset value per Share for each Share held, as to any matter on which the Share is entitled to vote. Notwithstanding any other provisions provision of this Declaration of Trust, on any matter matters submitted to a vote of the Shareholders, all Shares shares of the Trust then entitled to vote shall be voted by individual series or classin aggregate, except that except: (1i) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, and Series; (2ii) when the matter involves any action that the Trustees have determined that the matter affects will affect only the interests of one or more series or classSeries, then only Shareholders of such series Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or class(es) more Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. The Shareholders may hold meetings and take action as provided There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy may be given in writing. The By-LawsLaws may provide that proxies may also, subject to the requirements of the 1940 Act where applicableor may instead, be given by an electronic or telecommunications device or in any other manner. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by Shareholdersthe Shareholders Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Shareholders Voting Powers and Meetings. Voting Powers ------------- Section 1. The Shareholders shall have power to vote only only: (ia) for the election or removal of Trustees as provided in Article IV, Section 1 hereof, 1; (iib) with respect to any investment adviser advisor or manager as provided in Article IV, Section 7 hereof, 6; (iiic) with respect to any termination or reorganization of the Trust or any series or class thereof to the extent and as provided in Article IX, Section 4 hereof, 1; (ivd) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 hereof, 4; (ve) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, ; and (viif) with respect to such additional matters relating to the Trust as may be required by law, by the 1940 Act, this Declaration of Trust, by the By-Laws or by any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Notwithstanding any other provisions of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or class, except that . (1a) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, series; and (2b) when the Trustees have determined that the matter affects only the interests of one or more series or classseries, then only Shareholders of such series or class(es) shall be entitled to vote thereon. The Shareholders may hold meetings and take action as provided There shall be no cumulative voting in the By-Laws, subject election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to the requirements exercise of the 1940 Act where applicableproxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by Shareholders. Shareholder Meetings -------------------- Section 2. Meetings of Shareholders (including meetings involving only one or more but less than all series) may be called and held from time to time for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. Such meetings shall be held at the principal office of the Trust as set forth in the By-Laws of the Trust, or at any such other place within the United States as may be designated in the call thereof, which call shall be made by the Trustees or the President of the Trust. Meetings of Shareholders may be called by the Trustees or such other person or persons as may be specified in the By-Laws upon written application by Shareholders holding at least twenty-five percent (25%) (or ten percent (10%) if the purpose of the meeting is to determine if a Trustee is to be removed from office) of the Shares then outstanding of all series and classes entitled to vote at such meeting requesting a meeting be called for a purpose requiring action by the Shareholders as provided herein or in the By-Laws which purpose shall be specified in any such written application. Shareholders shall be entitled to at least seven days' written notice of any meeting of the Shareholders.

Shareholders Voting Powers and Meetings. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1 hereof, (ii) with respect to any investment adviser as provided in Article IV, Section 7 9 hereof, (iii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article IX, Section 4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 9 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (vii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the By-Laws or by any registration of the Trust with the Securities and Exchange Commission or any state, or as the Trustees may consider necessary or desirable. Notwithstanding any other provisions of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or class, except that (1) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, and (2) when the Trustees have determined that the matter affects only the interests of one or more series or class, then only Shareholders of such series or class(es) shall be entitled to vote thereon. The Shareholders may hold meetings and take action as provided in the By-Laws, subject to the requirements of the 1940 Act where applicable. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by Shareholders.

Shareholders Voting Powers and Meetings. Voting Powers ------------- Section 1. The Shareholders shall have power to vote only (i) for the --------- election or removal of Trustees as provided in Article IV, Section 1 hereof1, (ii) with respect to any investment adviser as provided in Article IV, Section 7 hereof7, (iii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article IX, Section 4 hereof4, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 hereof7, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (vii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the By-Laws or by any registration of the Trust with the Securities and Exchange Commission or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provisions of this Declaration of Trust, on or any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or class, except that (1) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, and (2) when the Trustees have determined that the matter affects only the interests of one or more series or class, then only Shareholders of such series or class(es) class shall be entitled to vote thereon. The Shareholders may hold meetings and take action as provided There shall be no cumulative voting in the By-Laws, subject election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to the requirements exercise of the 1940 Act where applicableproxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the by By-Laws to be taken by Shareholders. Voting Power and Meetings ------------------------- Section 2. Meetings of Shareholders of the Trust or of any series [or --------- class] may be called by the Trustees, or such other person or persons as may be specified in the By-Laws, and held from time to time for the purpose of taking action upon any matter requiring the vote or the authority of the Shareholders of the Trust or any series or class as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. Written notice of any meeting of Shareholders shall be given or caused to be given by the Trustees by mailing such notice at least seven days before such meeting, postage prepaid, stating the time, place and purpose of the meeting, to each Shareholder at the Shareholder's address as it appears on the records of the Trust. If the Trustees shall fail to call or give notice of any meeting of Shareholders for a period of thirty days after written application by Shareholders holding at lest 10% of the Shares then outstanding requesting a meeting to be called for a purpose requiring action by the Shareholders as provided herein or in the By-Laws, then Shareholders holding at least 10% of the Shares then outstanding may call and give notice of such meeting, and thereupon the meeting shall beheld in the manner provided for herein in case of call thereof by the Trustees. Notice of a meeting need not be given to any Shareholder if a written waiver of notice, executed by him or her before or after the meeting, is filed with the records of the meeting, or to any Shareholder who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Quorum and Required Vote ------------------------ Section 3. A majority of the Shares entitled to vote shall be a quorum --------- for the transaction of business at a Shareholders' meeting, except that where any provision of law or of this Declaration of Trust permits or requires that holders of any series or class shall vote as a series or class, then a majority of the aggregate number of Shares of that series or class entitled to vote shall be necessary to constitute a quorum for the transaction of business by that series or class. Any lesser number, however, 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 larger vote is required by any provisions of this Declaration of Trust or the By-Laws, a majority of the Shares voted on any matter shall decide such matter and a plurality shall elect a Trustee, provided that where any provision of law or of this Declaration of Trust permits or requires that the holders of any series or class shall vote as a series or class, then a majority of the Shares of that series or class voted on the matter shall decide that matter insofar as that series or class is concerned. Action by Written Consent ------------------------- Section 4. Any action taken by Shareholders may be taken without a --------- meeting if a majority of Shareholders entitled to vote on the matter (or such larger votes as shall be required by any provision of this Declaration of Trust or the By-Laws) consent to the action in writing and such written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Shareholders Voting Powers and Meetings. The Shareholders shall have the power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1 hereof, (ii) with respect to any investment adviser as provided in Article IV, Section 7 9 hereof, (iii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article IX, Section 4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 9 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (vii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the By-Laws or by any an registration of the Trust with the Securities and Exchange Commission or any state, or as the Trustees may consider necessary or desirable. Notwithstanding any other provisions of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or class, except that (1) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, and (2) when the Trustees have determined that the matter affects only the interests of one or more series or class, then only Shareholders of such series or class(es) shall be entitled to vote thereon. The Shareholders may hold meetings and take action as provided in the By-Laws, subject to the requirements of the 1940 Act where applicable. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by Shareholders.

Shareholders Voting Powers and Meetings. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1 hereof, (ii) with respect to any investment adviser as provided in Article IV, Section 7 hereof, (iii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article IX, Section 4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (vii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, Trust by the By-Laws or by any registration of the Trust with the Securities and Exchange Commission or any state, or as the Trustees may consider necessary or desirable. Notwithstanding Notwith- standing any other provisions of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or class, except that (1) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, and (2) when the Trustees have determined that the matter affects only the interests of one or more series or class, then only Shareholders of such series or class(es) shall be entitled to vote thereon. The Shareholders may hold meetings and take action as provided in the By-Laws, subject to the requirements of the 1940 Act where applicable. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by Shareholders.

Shareholders Voting Powers and Meetings. Voting Powers ------------- 6 Section 1. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1 hereof1, (ii) with respect to any investment adviser Adviser as provided in Article IV, Section 7 hereof7, (iii) with respect to any termination of the this Trust or any series or class to the extent and as provided in Article IX, Section 4 hereof4, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 hereof7, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (vii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the By-Laws or by any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Notwithstanding any other provisions of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or class, except that (1) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, and (2) when the Trustees have determined that the matter affects only the interests of one or more series or class, then only Shareholders of such series or class(es) Each whole Share shall be entitled to one vote thereonas to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. The Shareholders may hold meetings and take action as provided There shall be no cumulative voting in the By-Laws, subject election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the requirements contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the 1940 Act where applicableburden of proving invalidity shall rest on the challenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by Shareholders. Voting Power and Meetings ------------------------- Section 2. There shall be an annual meeting of the Shareholders on the date fixed in the By-Laws at the office of the Trust in Boston, Massachusetts, or at such other place as may be designated in the call thereof, which call shall be made by the Trustees. In the event that such meeting is not held in any year on the date fixed in the By-Laws, whether the omission be by oversight or otherwise, a subsequent special meeting may be called by the Trustees and held in lieu of the annual meeting with the same effect as though held on such date. Special meetings may also be called by the Trustees from time to time for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. Written notice of any meeting of Shareholders shall be given or caused to be given by the Trustees by mailing such notice at least seven days before such meeting, postage prepaid, stating the time, place and purpose of the meeting, to each Shareholder at the Shareholder's address as it appears on the records of the Trust. If the Trustees shall fail to call or give notice of any meeting of Shareholders for a period of 30 days after written application by Shareholders holding at least 10% of the Shares then outstanding requesting a meeting to be called for a purpose requiring action by the Shareholders as provided herein or in the By-Laws, then Shareholders holding at least 10% of the Shares then outstanding may call and give notice of such meeting, and thereupon the meeting shall be held in the manner provided for herein in case of call thereof by the Trustees. Quorum and Required Vote ------------------------ Section 3. Thirty per cent (30%) of the Shares entitled to vote shall be a quorum for the transaction of business at a Shareholders' meeting. Any lesser number, however, 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 larger vote is required by any provision of this Declaration of Trust or the By-Laws, a majority of the Shares voted shall decide any questions and a plurality shall elect a Trustee.

Shareholders Voting Powers and Meetings. The Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (ia) for the election or removal of Trustees as provided in Article IV, Section 1 hereof1, (iib) with respect to any investment adviser Manager as provided in Article IV, Section 7 hereof6, (iiic) with respect to any termination of the this Trust or any series or class to the extent and as provided in Article IX, Section 4 hereof4, (ivd) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 hereof7, (ve) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (viif) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the By-Laws Bylaws or by any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Notwithstanding Each whole Share shall be entitled to one vote as to any other provisions of this Declaration of Trust, matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of Shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class, except that (1) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, ; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classclasses, then only Shareholders of such series or class(es) classes shall be entitled to vote thereon. The Shareholders may hold meetings and take action as provided There shall be no cumulative voting in the By-Laws, subject election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the requirements contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the 1940 Act where applicableburden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by Shareholders as to such series or class. Voting Power and Meetings ------------------------- Section 2. Meetings of Shareholders of the Trust or of any or all series or classes may be called by the Trustees or such other person or persons as may be specified in the Bylaws, and held from time to time for the purpose of taking action upon any matter requiring the vote or the authority of the Shareholders of the Trust or of any such series or classes as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. Meetings of Shareholders of the Trust or of any series or classes shall be called by the Trustees or such other person or persons as may be specified in the Bylaws, or upon written application by Shareholders holding at least 10% of the outstanding Shares of the Trust, if Shareholders of all series and classes are required hereunder to vote in the aggregate and not by individual series or classes at such meeting, or of any series or classes, if Shareholders of such series or classes are entitled hereunder to vote by individual series or classes at such meeting, requesting that a meeting be called for a purpose requiring action by the Shareholders as provided herein or in the Bylaws. Written notice of any meeting of Shareholders shall be given or caused to be given by the Trustees by mailing such notice at least seven days before such meeting, postage prepaid, stating the time, place and purpose of the meeting, to each Shareholder entitled to vote at such meeting at the Shareholder's address as it appears on the records of the Trust. Quorum and Required Vote ------------------------ Section 3. Thirty percent (30%) of the Shares entitled to vote on a particular matter shall be a quorum for the transaction of business on that matter at a Shareholders' meeting, except that where any provision of law or of this Declaration of Trust permits or requires that holders of any series or class shall vote as an individual series or class, then 30% of the aggregate number of Shares of that series or class entitled to vote shall be necessary to constitute a quorum for the transaction of business by that series or class. 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 larger vote is required by any provision of this Declaration of Trust or the Bylaws, a majority of the Shares voted shall decide any questions, and a plurality shall elect a Trustee; provided that where any provision of law or of this Declaration of Trust permits or requires that the holders of any series or class shall vote as an individual series or class then a majority of the Shares of that series or class voted on the matter (or a plurality with respect to the election of a Trustee) shall decide that matter insofar as that series or class is concerned. Action by Written Consent ------------------------- Section 4. Any action taken by Shareholders may be taken without a meeting if a majority of Shareholders entitled to vote on the matter (or such larger proportion thereof as shall be required by any express provision of this Declaration of Trust or the Bylaws) consent to the action in writing and such written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Shareholders Voting Powers and Meetings. Voting Powers ------------- Section 1. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1 hereof1, (ii) with respect to any investment adviser as provided in Article IV, Section 7 hereof7, (iii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article IX, Section 4 hereof4, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 hereof7, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (vii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the By-Laws or by any registration of the Trust with the Securities and Exchange Commission or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provisions of this Declaration of Trust, on or any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or classseries, except that (1) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or classseries, and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classseries, then only Shareholders of such series or class(es) shall be entitled to vote thereon. The Shareholders may hold meetings and take action as provided There shall be no cumulative voting in the By-Laws, subject election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to the requirements exercise of the 1940 Act where applicableproxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by Shareholders.

Shareholders Voting Powers and Meetings. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1 hereof, (ii) with respect to any investment adviser as provided in Article IV, Section 7 hereof, (iii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article IX, Section 4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 9 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (vii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the By-Laws or by any registration of the Trust with the Securities and Exchange Commission or any state, or as the Trustees may consider necessary or desirable. Notwithstanding any other provisions of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or class, except that (1) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, and (2) when the Trustees have determined that the matter affects only the interests of one or more series or class, then only Shareholders of such series or class(es) shall be entitled to vote thereon. The Shareholders may hold meetings and take action as provided in the By-Laws, subject to the requirements of the 1940 Act where applicable. Until At any time when no Shares of a Series are issuedoutstanding, the Trustees may exercise all rights of Shareholders of that Series and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by Shareholders.

Shareholders Voting Powers and Meetings. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1 hereof, (ii) with respect to any investment adviser as provided in Article IV, Section 7 hereof, (iii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article IX, Section 4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (vii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the By-Laws or by any registration of the Trust with the Securities and Exchange Commission or any state, or as the Trustees may consider necessary or desirable. Notwithstanding any other provisions of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or class, except that (1) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, and (2) when the Trustees have determined that the matter affects only the interests of one or more series or class, then only Shareholders of such series or class(es) shall be entitled to vote thereon. The Shareholders may hold meetings and take action as provided in the By-Laws, subject to the requirements of the 1940 Act where applicable. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by Shareholders.

Shareholders Voting Powers and Meetings. Section 1. VOTING POWERS, MEETINGS, NOTICE AND RECORD DATES. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as and to the extent provided in Article IV, Section 1 hereof, (ii) with respect to any investment adviser as provided in Article IV, Section 7 hereof, (iii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article IX, Section 4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof1, and (viiii) with respect to such additional matters relating to the Trust as may be required by lawthe 1940 Act, by this Declaration of Trust, by the By-Laws or by any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. As determined by the Trustees without the vote or consent of Shareholders (except as required by the 1940 Act), on any matter submitted to a vote of Shareholders, either (i) each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote or (ii) each dollar of Net Asset Value (number of Shares owned times Net Asset Value per share of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provisions provision of this Declaration of Trust, on any matter submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or classin the aggregate, except that (1i) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, and Series; (2ii) when the matter involves any action that the Trustees have determined that the matter affects will affect only the interests of one or more series or classSeries, then only Shareholders of such series Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or class(es) more Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy may be given in writing. The Shareholders By-Laws may hold meetings and take action as provided provide that proxies may also, or may instead, be given by any electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, subject to in the requirements event a proposal by anyone other than the officers or Trustees of the 1940 Act where applicableTrust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meetings of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Shareholders Voting Powers and Meetings. Voting Powers ------------- Section 1. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1 hereof1, (ii) with respect to any investment adviser Adviser as provided in Article IV, Section 7 hereof6, (iii) with respect to any termination of the this Trust or any series or class to the extent and as provided in Article IX, Section 4 hereof4, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 hereof, and (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, and (vii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the By-Laws Bylaws or by any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provisions provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or class except: (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes materially differently, Shares shall be voted by individual series or class, except that (1) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, ; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classclasses, then only Shareholders of such series or class(es) classes shall be entitled to vote thereon. The Shareholders may hold meetings and take action as provided There shall be no cumulative voting in the By-Laws, subject election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the requirements contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At all meetings of Shareholders, unless inspectors of election have been appointed, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the 1940 Act where applicablemeeting. Unless otherwise specified in the proxy, the proxy shall apply to all Shares of each series of the Trust owned by the Shareholder. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws Bylaws to be taken by Shareholders. Voting Power and Meetings ------------------------- Section 2. Meetings of Shareholders of the Trust or of any series or class may be called by the Trustees or such other person or persons as may be specified in the Bylaws and held from time to time for the purpose of taking action upon any matter requiring the vote or the authority of the Shareholders of the Trust or any series or class as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. Meetings of Shareholders of the Trust or of any series or class shall be called by the Trustees or such other person or persons as may be specified in the Bylaws upon written application. The Shareholders shall be entitled to at least seven days' written notice of any meeting of the Shareholders.

Shareholders Voting Powers and Meetings. SECTION 1. VOTING POWERS, MEETINGS, NOTICE, AND RECORD DATES. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1 hereof, (ii) with respect to any investment adviser as provided in Article IV, Section 7 hereof, (iii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article IX, Section 4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof1, and (viiii) with respect to such additional matters relating to the Trust as may be required by applicable law, by this Declaration of Trust, by the By-Laws or by any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provisions provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares Share of the Trust then entitled to vote shall be voted by individual series or class, except that (1) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, and Series; (2ii) when the matter involves the termination of a Series or any other action that the Trustees have determined that the matter affects will affect only the interests of one or more series or classSeries, then only Shareholders of such series Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or class(es) more Classes, then only the Shareholder of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy may be given in writing. The Shareholders By-Laws may hold meetings and take action as provided provide that proxies may also, or may instead, be given by an electronic or telecommunications device or in any other manner. Notwithstanding anything else contained herein or in the By-Laws, subject to in the requirements event a proposal by anyone other than the officers or Trustees of the 1940 Act where applicableTrust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy at a meeting. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by the Shareholders. Meeting of the Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Shareholders Voting Powers and Meetings. Voting Powers ------------- Section 1. The Shareholders shall have power to vote only only: (ia) for the election or removal of Trustees as provided in Article IV, Section 1 hereof, 1; (iib) with respect to any investment adviser advisor or manager as provided in Article IV, Section 7 hereof, 6; (iiic) with respect to any termination or reorganization of the Trust or any series or class thereof to the extent and as provided in Article IX, Section 4 hereof, 1; (ivd) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 hereof, 4; (ve) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereof, ; and (viif) with respect to such additional matters relating to the Trust as may be required by law, by the 1940 Act, this Declaration of Trust, by the By-Laws Laws, or by any registration of the Trust with the Securities and Exchange Commission (or any successor agency), or any state, or as the Trustees may consider necessary or desirable. Notwithstanding any other provisions of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series or class, except that . (1a) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, series; and (2b) when the Trustees have determined that the matter affects only the interests of one or more series or classseries, then only Shareholders of such series or class(es) shall be entitled to vote thereon. The Shareholders may hold meetings and take action as provided There shall be no cumulative voting in the By-Laws, subject election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to the requirements exercise of the 1940 Act where applicableproxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust Trust, or by the By-Laws to be taken by Shareholders. Shareholder Meetings -------------------- Section 2. Meetings of Shareholders (including meetings involving only one or more, but less than all series) may be called and held from time to time for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders as herein provided, or upon any other matter deemed by the Trustees to be necessary or desirable. Such meetings shall be held at the principal office of the Trust as set forth in the By-Laws of the Trust, or at any such other place within the United States as may be designated in the call thereof, which call shall be made by the Trustees or the President of the Trust. Meetings of Shareholders may be called by the Trustees or such other person or persons as may be specified in the By-Laws, and shall be called by the Trustees or such other person or persons as may be specified in the By-Laws upon written application by Shareholders holding at least twenty-five percent (25%) (or ten percent (10%) if the purpose of the meeting is to determine if a Trustee is to be removed from office) of the Shares then outstanding, requesting a meeting be called for a purpose requiring action by the Shareholders as provided herein or in the By-Laws, which purpose shall be specified in any such written application. Shareholders shall be entitled to at least seven days written notice of any meeting of the Shareholders.

Shareholders Voting Powers and Meetings. Section 1. Except as otherwise provided in this Article V or elsewhere in this Declaration, Shareholders shall have such power to vote as is provided for in, and shall and may hold meetings and take actions pursuant to the provisions of the Bylaws. Section 2. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1 hereofIV of this Declaration of Trust, (ii) with respect to any investment adviser as provided in Article IV, Section 7 hereof, (iii) with respect to any termination of the Trust or any series or class to the extent and as provided in Article IX, Section 4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7 hereof8 of this Declaration of Trust, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (viiii) with respect to any merger, consolidation, sale termination of assets, or incorporation of the this Trust or any series to the extent and as provided in Article IX, Sections 6 and 7 hereofSection 4 of this Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust if the Trustees exercise their right to terminate the Trust pursuant to Article IX, Section 4 of this Declaration of Trust), and (viiiv) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the By-Laws Bylaws or by any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Notwithstanding Each whole Share shall be entitled to one vote as to any other provisions of this Declaration of Trust, matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of Shares, except that (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class, except that (1) when so required by the 1940 Act, then Shares shall be voted in the aggregate and not by individual series or class, class and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classclasses, then only Shareholders of such series or class(es) classes shall be entitled to vote thereon. The Shareholders may hold meetings and take action as provided There shall be no cumulative voting in the By-Laws, subject election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the requirements contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the 1940 Act where applicableburden of proving invalidity shall rest on the challenger. Until Shares of the Trust are issued, the Trustees may exercise all rights of Shareholders and may take any action permitted or required of the Shareholders by law, this Declaration of Trust, the Bylaws, or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders of that series or class, respectively, and may take any action permitted or required -11- of the Shareholders of that series or class by law, this Declaration of Trust or the By-Laws to be taken by ShareholdersBylaws, or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state.