Common use of SHAREHOLDERS' VOTING POWERS Clause in Contracts

SHAREHOLDERS' VOTING POWERS. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article SIXTH, Section A; (ii) with respect to any investment adviser as provided in Article SIXTH, Section F; (iii) with respect to any termination of this Trust or a series or class thereof to the extent and as provided in Article THIRTEENTH; (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article TENTH, Section B; (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders; and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the SEC, or as the Board of Trustees may consider necessary or desirable. Each whole Share (or fractional Share) outstanding on the record date established in accordance with the By-Laws shall be entitled to a number of votes on any matter on which it is entitled to vote equal to the net asset value of the Share (or fractional Share) in United States dollars determined at the close of business on the record date (for example, a Share having a net asset value of $10.50 would be entitled to 10.5 votes). Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, Shares shall be voted in the aggregate and not by individual series or class except: (1) when required by the 1940 Act or other applicable law, Shares shall be voted by individual series or class; or (2) when the Board of Trustees has determined that the matter affects only the interests of one or more series or classes, then Shareholders of the unaffected series or classes shall not be entitled to vote thereon. There shall be no cumulative voting in the election of the Board of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the names 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 all meetings of Shareholders, unless inspectors of election have been appointed, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Unless otherwise specified in the proxy, the proxy shall apply to all Shares of each series of the Trust owned by the Shareholder. Until Shares are issued, the Board of 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. The Shareholders shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article SIXTHSEVENTH, Section A; (ii) with respect to any investment adviser as provided in Article SIXTHSEVENTH, Section F; (iii) with respect to any termination of this Trust or a series or class thereof to the extent and as provided in Article THIRTEENTHFOURTEENTH; (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article TENTHELEVENTH, Section B; (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 Shareholdersshareholders; and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the SEC, or as the Board of Trustees may consider necessary or desirable. Each whole Share (or fractional Share) share outstanding on the record date established in accordance with the By-Laws shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the Share (or and each fractional Share) in United States dollars determined at the close of business on the record date (for example, a Share having a net asset value of $10.50 would share shall be entitled to 10.5 votes)a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholdersshareholders, Shares shares shall be voted in the aggregate and not by individual series or class except: (1) when required by the 1940 Act or other applicable law, Shares shares shall be voted by individual series or classseries; or (2) when the Board of Trustees has determined that the matter affects only the interests of one or more series or classesseries, then Shareholders shareholders of the unaffected series or classes shall not be entitled to vote thereon. There shall be no cumulative voting in the election of the Board of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares shares held in the names of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy, the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At all meetings of Shareholdersshareholders, unless inspectors of election have been appointed, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Unless otherwise specified in the proxy, the proxy shall apply to all Shares shares of each series of the Trust owned by the Shareholdershareholder. Until Shares shares are issued, the Board of Trustees may exercise all rights of Shareholders shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by Shareholdersshareholders.

SHAREHOLDERS' VOTING POWERS. The Shareholders shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article SIXTHSEVENTH, Section A; (ii) with respect to any investment adviser Adviser as provided in Article SIXTHSEVENTH, Section F; (iii) with respect to any termination of this Trust or a series or class thereof to the extent and as provided in Article THIRTEENTHFOURTEENTH; (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article TENTHELEVENTH, Section B; (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 Shareholdersshareholders; and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the SEC, or as the Board of Trustees may consider necessary or desirable. Each whole Share (or fractional Share) share outstanding on the record date established in accordance with the By-Laws shall be entitled to a number of votes on one vote as to any matter on which it is entitled to vote equal to the net asset value of the Share (or and each fractional Share) in United States dollars determined at the close of business on the record date (for example, a Share having a net asset value of $10.50 would share shall be entitled to 10.5 votes)a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholdersshareholders, Shares shares shall be voted in the aggregate and not by individual series or class except: (1) when required by the 1940 Act or other applicable law, Shares shares shall be voted in the aggregate and not by individual series or classseries; or (2) when the Board of Trustees has determined that the matter affects only the interests of one or more series or classesseries, then Shareholders shareholders of the unaffected series or classes shall not be entitled to vote thereon. There shall be no cumulative voting in the election of the Board of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares shares held in the names of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy, the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At all meetings of Shareholdersshareholders, unless inspectors of election have been appointed, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Unless otherwise specified in the proxy, the proxy shall apply to all Shares shares of each series of the Trust owned by the Shareholdershareholder. Until Shares shares are issued, the Board of Trustees may exercise all rights of Shareholders shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by Shareholdersshareholders.

SHAREHOLDERS' VOTING POWERS. The Shareholders shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article SIXTHSEVENTH, Section A; (ii) with respect to any investment adviser as provided in Article SIXTHSEVENTH, Section F; (iii) with respect to any termination of this Trust or a series or class thereof to the extent and as provided in Article THIRTEENTHFOURTEENTH; (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article TENTHELEVENTH, Section B; (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 Shareholdersshareholders; and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the SEC, or as the Board of Trustees may consider necessary or desirable. Each whole Share share (or fractional Shareshare) outstanding on the record date established in accordance with the By-Laws shall be entitled to a number of votes on any matter on which it is entitled to vote equal to the net asset value of the Share share (or fractional Shareshare) in United States dollars determined at the close of business on the record date (for example, a Share share having a net asset value of $10.50 would be entitled to 10.5 votes). Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholdersshareholders, Shares shares shall be voted in the aggregate and not by individual series or class except: (1) when required by the 1940 Act or other applicable law, Shares shares shall be voted by individual series or classseries; or (2) when the Board of Trustees has determined that the matter affects only the interests of one or more series or classesseries, then Shareholders shareholders of the unaffected series or classes shall not be entitled to vote thereon. There shall be no cumulative voting in the election of the Board of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares shares held in the names of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy, the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At all meetings of Shareholdersshareholders, unless inspectors of election have been appointed, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Unless otherwise specified in the proxy, the proxy shall apply to all Shares shares of each series of the Trust owned by the Shareholdershareholder. Until Shares shares are issued, the Board of Trustees may exercise all rights of Shareholders shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by Shareholdersshareholders.