Common use of Voting Powers Clause in Contracts

Voting Powers. Subject to Section 3.4.4. , the Shareholders shall have right to vote only to (i) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Section 4.2 hereof; (iii) approve the termination of the Trust or any Series (or Class), unless a majority of the Trustees determines that the continuation of the Trust or any Series (or Class) is not in the best interests of the Trust, such Series (or Class), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series (or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1; and (v) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Meetings of Shareholders for the purposes above shall be called and notice thereof shall be given as provided for in the By-Laws.

Voting Powers. Subject to Section 3.4.4. , the The Shareholders shall have right power to vote only to (i) elect Trustees, provided that a meeting for the election or removal of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 4.2 hereof; 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) approve the with respect to any termination or reorganization of the Trust or any Series to the extent and as provided in Sections 9.2, 9.3 and 9.4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 hereof, (v) to the same extent as the stockholders of a Delaware business corporation as to whether or Class)not a court action, unless proceeding or claim should or should not be brought or maintained derivatively or as a majority of the Trustees determines that the continuation class action on behalf of the Trust or any Series, or the Shareholders of any of them (provided. however, that a Shareholder of a particular Series (or Class) is shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series or the best interests Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of the Trust, such Series (the By-Laws or Class), or their respective Shareholders as a result of factors or events adversely affecting the abilities any registration of the Trust or Series with the Commission (or Classany successor agency) or any State, or as the Trustees may consider necessary or desirable. If and to conduct its business the extent that the Trustees shall determine that such action is required by law or by this Declaration, they shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series entitled to vote thereon; provided, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares whose holders are entitled to vote thereon; and operations in an economically viable manner; such factors (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or events may include the inability interests of Shareholders of one or more but not all Series or of one or more but not all Classes of the Trust or a single Series (or Class) including without limitation any distribution plan pursuant to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets Rule 12b-1 of the type in which 1940 Act applicable to such Class), then only the Trust Shareholders of the Series or Classes so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series invests, or economic developments or trends having a significant adverse impact on shall require separate approval by the business or operations required vote of Shareholders of the Trust or such each affected Series; (iv) approve any amendment provided, however, that to this ARTICLE VII, Section 7.1; and (v) approve such additional matters as may be the extent required by law or as the Trustees1940 Act, in their sole discretion, shall determine. There there shall be no cumulative voting in separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shares may be voted in person or by proxy. A proxy purporting to be executed by or on behalf Shareholders of a Shareholder particular Series shall not be deemed valid unless challenged at entitled to vote on any matter that affects only one or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Meetings of Shareholders for the purposes above shall be called and notice thereof shall be given as provided for in the By-Lawsmore other Series.

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

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

Voting Powers. Subject to Section 3.4.4. , the The Shareholders shall have right power to vote only to (i) elect Trustees, provided that a meeting for the election or removal of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 4.2 hereof; 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) approve the with respect to any termination or reorganization of the Trust or any Series to the extent and as provided in Sections 9.2, 9.3 and 9.4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 hereof, (v) to the same extent as the stockholders of a Delaware business 23 corporation as to whether or Class)not a court action, unless proceeding or claim should or should not be brought or maintained derivatively or as a majority of the Trustees determines that the continuation class action on behalf of the Trust or any Series, or the Shareholders of any of them (provided. however, that a Shareholder of a particular Series (or Class) is shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series or the best interests Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of the Trust, such Series (the By-Laws or Class), or their respective Shareholders as a result of factors or events adversely affecting the abilities any registration of the Trust or Series with the Commission (or Classany successor agency) or any State, or as the Trustees may consider necessary or desirable. If and to conduct its business the extent that the Trustees shall determine that such action is required by law or by this Declaration, they shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series entitled to vote thereon; provided, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares whose holders are entitled to vote thereon; and operations in an economically viable manner; such factors (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or events may include the inability interests of Shareholders of one or more but not all Series or of one or more but not all Classes of the Trust or a single Series (or Class) including without limitation any distribution plan pursuant to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets Rule 12b-1 of the type in which 1940 Act applicable to such Class), then only the Trust Shareholders of the Series or Classes so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series invests, or economic developments or trends having a significant adverse impact on shall require separate approval by the business or operations required vote of Shareholders of the Trust or such each affected Series; (iv) approve any amendment provided, however, that to this ARTICLE VII, Section 7.1; and (v) approve such additional matters as may be the extent required by law or as the Trustees1940 Act, in their sole discretion, shall determine. There there shall be no cumulative voting in separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shares may be voted in person or by proxy. A proxy purporting to be executed by or on behalf Shareholders of a Shareholder particular Series shall not be deemed valid unless challenged at entitled to vote on any matter that affects only one or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Meetings of Shareholders for the purposes above shall be called and notice thereof shall be given as provided for in the By-Lawsmore other Series.

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

Voting Powers. Subject to Section 3.4.4. , the The Shareholders shall have right power to vote only to (i) elect Trustees, provided that a meeting for the election or removal of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 4.2 hereof; 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) approve the with respect to any termination or reorganization of the Trust or any Series to the extent and as provided in Sections 9.2, 9.3 and 9.4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 hereof, (v) to the same extent as the stockholders of a Delaware business corporation as to whether or Class)not a court action, unless proceeding or claim should or should not be brought or maintained derivatively or as a majority of the Trustees determines that the continuation class action on behalf of the Trust or any Series, or the Shareholders of any of them (provided, however, that a Shareholder of a particular Series (or Class) is shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series or the best interests of the Trust, such Series (or ClassShareholders thereof), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series (or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1; and (vvi) approve with respect to such additional matters relating to the Trust as may be required by law the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the TrusteesTrustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law or by this Declaration, in their sole discretionthey shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series entitled to vote thereon; provided, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall determinebe taken by Single Class Voting of all outstanding Shares whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Series or of one or more but not all Classes of a single Series, then only the Shareholders of the Series or Classes so affected shall be entitled to vote thereon. There Any matter required to be submitted to shareholders and affecting one or more Series shall require separate approval by the required vote of Shareholders of each affected Series; provided, however, that to the extent required by the 1940 Act, there shall be no cumulative voting in separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shares may be voted in person or by proxy. A proxy purporting to be executed by or on behalf Shareholders of a Shareholder particular Series shall not be deemed valid unless challenged at entitled to vote on any matter that affects only one or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Meetings of Shareholders for the purposes above shall be called and notice thereof shall be given as provided for in the By-Lawsmore other Series.

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

Voting Powers. Subject to Section 3.4.4. , the The Shareholders shall have right power to vote only to (i) elect Trustees, provided that a meeting for the election or removal of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 4.2 hereof; 5.2 hereof as to which Shareholder approval is as required by the 1940 Act, (iii) approve the with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections 9.1 and 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.3 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or Class)not a court action, unless proceeding or claim should or should not be brought or maintained derivatively or as a majority of the Trustees determines that the continuation class action on behalf of the Trust or any Series Portfolio, or the Shareholders of any of them (or Class) is PROVIDED, HOWEVER, that a Shareholder of a particular Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Portfolio or the best interests of the Trust, such Series (or ClassShareholders thereof), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series (or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1; and (vvi) approve with respect to such additional matters relating to the Trust as may be required by law the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the TrusteesTrustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law, in their sole discretionthey shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Portfolio entitled to vote thereon; PROVIDED, shall determine. There that (i) when expressly required by this Declaration or by the 1940 Act, actions of Shareholders shall be no cumulative voting in taken by Single Class Voting of all outstanding Shares of each Series whose holders are entitled to vote thereon; and (ii) when the election of Trustees. Shares may be voted in person or by proxy. A proxy purporting Trustees determine that any matter to be executed by submitted to a vote of Shareholders affects only the rights or on behalf interests of a Shareholder Shareholders of one or more but not all Portfolios, then only the Shareholders of the Portfolios so affected shall be deemed valid unless challenged at or prior entitled to its exercise and the burden of proving invalidity shall rest on the challenger. Meetings of Shareholders for the purposes above shall be called and notice thereof shall be given as provided for in the By-Lawsvote thereon.

Voting Powers. Subject to Section 3.4.4. , the The Shareholders shall have right power to vote only to (i) elect Trustees, provided that a meeting for the election or removal of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Sections 4.1.(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 4.2 hereof; 5.2. hereof as to which Shareholder approval is required by the 1940 Act, (iii) approve the termination with respect to any reorganization of the Trust or any Series (or Class), unless a majority Fund to the extent and as provided in Section 9.2. hereof; reorganization of the Trustees determines that (iv) with respect to any amendment of this Declaration to the continuation extent and as provided in Section 9.3. 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 any Series Fund, or the Shareholders of any of them (provided, that no Shareholder shall be entitled to maintain a derivative or class action only on behalf of a Fund (or Classthe Shareholders thereof) of which he or she is not in the best interests record owner of the Trust, such Series (or Classoutstanding Shares), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series (or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1; and (vvi) approve with respect to such additional matters relating to the Trust as may be required by law the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the TrusteesTrustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law or by this Declaration, in their sole discretionthey shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Fund entitled to vote thereon; provided, shall determine. There that (i) when expressly required by the 1940 Act or other law, actions of Shareholders shall be no cumulative voting in taken by Single Class Voting of all outstanding Shares of each Series and Class whose holders are entitled to vote thereon, and (ii) when the election of Trustees. Shares may be voted in person or by proxy. A proxy purporting Trustees determine that any matter to be executed by submitted to a vote of Shareholders affects only the rights or on behalf interests of Shareholders of one or more but not all Funds, or of one or more but not all Classes of a Shareholder single Fund (including without limitation any distribution plan pursuant to Rule 12b-l under the 1940 Act applicable to any such Fund or Class), then only the Shareholders of the Funds or Classes so affected shall be deemed valid unless challenged at entitled to vote thereon. Without limiting the generality of the foregoing, and except as required by the 1940 Act or prior other law, the Shareholders of each Class shall have exclusive voting rights with respect to its exercise and the burden provisions of proving invalidity shall rest on any distribution plan adopted by the challenger. Meetings of Shareholders for Trustees pursuant to Rule 12b-1 under the purposes above shall be called and notice thereof shall be given as provided for in the By-Laws1940 Act (a “Plan”) applicable to such Class.

Voting Powers. Subject to Section 3.4.4. , the The Shareholders shall have right power to vote only to (i) elect Trustees, provided that a meeting for the election or removal of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Sections 4,1(c) and (e) hereof, (h) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 4.2 hereof; 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) approve the with respect to any termination or reorganization of the Trust or any Series to the extent and as provided in Sections 9.2, 9.3 and 9.4 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.5 hereof, (v) to the same extent as the stockholders of a Delaware business corporation as to whether or Class)not a court action, unless proceeding or claim should or should not be brought or maintained derivatively or as a majority of the Trustees determines that the continuation class action on behalf of the Trust or any Series, or the Shareholders of any of them (provided, however, that a Shareholder of a particular Series (or Class) is shall not in any event be entitled to maintain a derivative or class action on behalf of any other Series or the best interests Shareholders thereof), and (vi) with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of the Trust, such Series (the By-Laws or Class), or their respective Shareholders as a result of factors or events adversely affecting the abilities any registration of the Trust or Series with the Commission (or Classany successor agency) or any State, or as the Trustees may consider necessary desirable. If and to conduct its business the extent that the Trustees shall determine that such action is required by law or by this Declaration, they shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series entitled to vote thereon; provided, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares whose holders are entitled to vote thereon; and operations in an economically viable manner; such factors (h) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or events may include the inability interests of Shareholders of one or more but not all Series or of one or more but not all Classes of the Trust or a single Series (or Class) including without limitation any distribution plan pursuant to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets Rule 12b-1 of the type in which 1940 Act applicable to such Class), then only the Trust Shareholders of the Series or Classes so affected shall be entitled to vote thereon. Any matter required to be submitted to shareholders and affecting one or more Series invests, or economic developments or trends having a significant adverse impact on shall require separate approval by the business or operations required vote of Shareholders of the Trust or such each affected Series; (iv) approve any amendment provided, however, that to this ARTICLE VII, Section 7.1; and (v) approve such additional matters as may be the extent required by law or as the Trustees1940 Act, in their sole discretion, shall determine. There there shall be no cumulative voting in separate Series votes on the election or removal of Trustees, the selection of auditors for the Trust and its Series or approval of any agreement or contract entered into by the Trust or any Series. Shares may be voted in person or by proxy. A proxy purporting to be executed by or on behalf Shareholders of a Shareholder particular Series shall not be deemed valid unless challenged at entitled to vote on any matter that affects only one or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Meetings of Shareholders for the purposes above shall be called and notice thereof shall be given as provided for in the By-Lawsmore other Series.

Voting Powers. Section 1. Subject to Section 3.4.4. the voting powers of one or more classes of shares as set forth in this Declaration of Trust or in the Bylaws, the Shareholders shall have right power to vote only to (i) elect Trustees, provided that a meeting for the election of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Article IV, Section 4.2 hereof; (iii) approve 1, provided, however, that no meeting of Shareholders is required to be called for the termination purpose of the Trust or any Series (or Class), electing Trustees unless and until such time as less than a majority of the Trustees determines that have been elected by the continuation Shareholders, (ii) for the removal of Trustees as provided in Article IV, Section 1, to the extent required by the 1940 Act, (iii) with respect to any Manager as provided in Article IV, Section 6, to the extent required by the 1940 Act, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 9, (vi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any Series (or Class) is not in the best interests of the TrustShareholders, such Series (or Class), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series (or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1; and (vvii) approve with respect to such additional matters relating to the Trust as may be required by law applicable 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, or as the TrusteesTrustees 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 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 their sole discretionthe 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 determinehave determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives notice to the contrary from any one of them in any form as may be permitted by the Bylaws. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Meetings Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders for and may take any action required by law, this Declaration of Trust or the purposes above shall Bylaws to be called and notice thereof shall be given taken by Shareholders as provided for in the By-Lawsto such series or class.

Voting Powers. Subject to Section 3.4.4. ., the Shareholders shall have right to vote only to (i) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Section 4.2 hereof; (iii) approve the termination of the Trust or any Series (or Class), unless a majority of the Trustees determines that the continuation of the Trust or any Series (or Class) is not in the best interests of the Trust, such Series (or Class), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series (or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1; and (v) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Meetings of Shareholders for the purposes above shall be called and notice thereof shall be given as provided for in the By-Laws.

Voting Powers. Subject to Section 3.4.4. , the The Shareholders shall have right power to vote only to (i) elect Trustees, provided that a meeting for the election or removal of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 4.2 hereof; 5.2 hereof as to which Shareholder approval is as required by the 1940 Act, (iii) approve the with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections 9.1 and 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.3 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or Class)not a court action, unless proceeding or claim should or should not be brought or maintained derivatively or as a majority of the Trustees determines that the continuation class action on behalf of the Trust or any Series Portfolio, or the Shareholders of any of them (or Class) is provided, however, that a Shareholder of a particular Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Portfolio or the best interests of the Trust, such Series (or ClassShareholders thereof), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series (or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1; and (vvi) approve with respect to such additional matters relating to the Trust as may be required by law the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the TrusteesTrustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law, in their sole discretionthey shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Portfolio entitled to vote thereon; provided, shall determine. There that (i) when expressly required by this Declaration or by the 1940 Act, actions of Shareholders shall be no cumulative voting in taken by Single Class Voting of all outstanding Shares of each Series whose holders are entitled to vote thereon; and (ii) when the election of Trustees. Shares may be voted in person or by proxy. A proxy purporting Trustees determine that any matter to be executed by submitted to a vote of Shareholders affects only the rights or on behalf interests of a Shareholder Shareholders of one or more but not all Portfolios, then only the Shareholders of the Portfolios so affected shall be deemed valid unless challenged at or prior entitled to its exercise and the burden of proving invalidity shall rest on the challenger. Meetings of Shareholders for the purposes above shall be called and notice thereof shall be given as provided for in the By-Lawsvote thereon.

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

Voting Powers. Subject to Section 3.4.4. , the The Shareholders shall have right power to vote only to (i) elect Trustees, provided that a meeting for the election or removal of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 4.2 hereof; 5.2 hereof as to which Shareholder approval is as required by the 1940 Act, (iii) approve the with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections 9.1 and 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.3 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or Class)not a court action, unless proceeding or claim should or should not be brought or maintained derivatively or as a majority of the Trustees determines that the continuation class action on behalf of the Trust or any Series Portfolio, or the Shareholders of any of them (or Class) is provided, however, that a Shareholder of a particular Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Portfolio or the best interests of the Trust, such Series (or ClassShareholders thereof), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series (or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1; and (vvi) approve with respect to such additional matters relating to the Trust as may be required by law the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the TrusteesTrustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law, in their sole discretionthey shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Portfolio entitled to vote thereon; provided, shall determine. There that (i) when expressly required by this Declaration or by the 1940 Act, actions of Shareholders shall be no cumulative voting in taken by Single Class Voting of all outstanding Shares of each Series whose holders are entitled to vote thereon; (ii) when the election of Trustees. Shares may be voted in person or by proxy. A proxy purporting Trustees determine that any matter to be executed by submitted to a vote of Shareholders affects only the rights or on behalf interests of Shareholders of one or more but not all Portfolios, then only the Shareholders of the Portfolios so affected shall be entitled to vote thereon; (iii) the Shareholders of the Class A Shares of a Shareholder particular Portfolio shall be deemed valid unless challenged at or prior have (A) exclusive voting rights with respect to its exercise provisions of any distribution plan adopted by the Trustees pursuant to Rule 12b-1 under the 1940 Act (a "Plan") applicable to the Class A Shares and (B) no voting rights with respect to provisions of any plan applicable to the burden Class B Shares of proving invalidity such Portfolio; and (iv) the Shareholders of the Class B Shares of a particular Portfolio shall rest on have (A) exclusive voting rights with respect to provisions of any Plan applicable to the challenger. Meetings Class B Shares and (B) no voting rights with respect to provisions of Shareholders for the purposes above shall be called and notice thereof shall be given as provided for in the By-Lawsany Plan applicable to Class A Shares of such Portfolio.

Voting Powers. Subject to Section 3.4.4. , the Shareholders The Shareholder shall have right power to vote only to (i) elect Trustees, provided that a meeting for the election or removal of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 4.2 hereof; 5.2 hereof as to which Shareholder approval is as required by the 1940 Act, (iii) approve the with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections 9.1 and 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.3 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or Class)not a court action, unless proceeding or claim should or should not be brought or maintained derivatively or as a majority of the Trustees determines that the continuation class action on behalf of the Trust or any Series Portfolio, or the Shareholders of any of them (or Class) is provided, however, that a Shareholder of a particular Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other portfolio or the best interests of the Trust, such Series (or ClassShareholders thereof), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series (or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1; and (vvi) approve with respect to such additional matters relating to the Trust as may be required by law the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the TrusteesTrustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law, in their sole discretionthey shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Portfolio entitled to vote thereon; provided, shall determine. There that (i) when expressly required by this Declaration or by the 1940 Act, actions of Shareholders shall be no cumulative voting in taken by Single Class Voting of all outstanding Shares of each Series whose holders are entitled to vote thereon; and (ii) when the election of Trustees. Shares may be voted in person or by proxy. A proxy purporting Trustees determine that any matter to be executed by submitted to a vote of Shareholders affects only the rights or on behalf interest of a Shareholder Shareholders of one or more but not all Portfolios, then only the Shareholders of the Portfolios so affected shall be deemed valid unless challenged at or prior entitled to its exercise and the burden of proving invalidity shall rest on the challenger. Meetings of Shareholders for the purposes above shall be called and notice thereof shall be given as provided for in the By-Lawsvote thereon.

Voting Powers. Subject to Section 3.4.4. , the The Shareholders shall have right power to vote only to (i) elect Trustees, provided that a meeting for the election or removal of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 4.2 hereof; 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) approve the with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections 9.1 and 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.3 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or Class)not a court action, unless proceeding or claim should or should not be brought or maintained derivatively or as a majority of the Trustees determines that the continuation class action on behalf of the Trust or any Series Portfolio, or the Shareholders of any of them (or Class) is provided, however, that a Shareholder of a particular Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Portfolio or the best interests of the Trust, such Series (or ClassShareholders thereof), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series (or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1; and (vvi) approve with respect to such additional matters relating to the Trust as may be required by law the 1940 Act, this Declaration of Trust, the Bylaws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the TrusteesTrustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law or by this Declaration, in their sole discretionthey shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Portfolio entitled to vote thereon; provided, shall determine. There that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be no cumulative voting in taken by Single Class Voting of all outstanding Shares of each Series whose holders are entitled to vote thereon; and (ii) when the election of Trustees. Shares may be voted in person or by proxy. A proxy purporting Trustees determine that any matter to be executed by submitted to a vote of Shareholders affects only the rights or on behalf interests of a Shareholder Shareholders of one or more but not all Portfolios, then only the Shareholders of the Portfolios so affected shall be deemed valid unless challenged at or prior entitled to its exercise and the burden of proving invalidity shall rest on the challenger. Meetings of Shareholders for the purposes above shall be called and notice thereof shall be given as provided for in the By-Lawsvote thereon.

Voting Powers. Subject to Section 3.4.4. , the The Shareholders shall have right power to vote only to (i) elect Trustees, provided that a meeting for the election or removal of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 4.2 hereof; 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) approve the with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections 9.1 and 9.2 hereof, (iv) with respect to any amendment of this Declaration to the extent and as provided in Section 9.3 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or Class)not a court action, unless proceeding or claim should or should not be brought or maintained derivatively or as a majority of the Trustees determines that the continuation class action on behalf of the Trust or any Series Portfolio, or the Shareholders of any of them (or Class) is provided, however, that a Shareholder of a particular Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Portfolio or the best interests of the Trust, such Series (or ClassShareholders thereof), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series (or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1; and (vvi) approve with respect to such additional matters relating to the Trust as may be required by law the 1940 Act, this Declaration, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the TrusteesTrustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law or by this Declaration, in their sole discretionthey shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Portfolio entitled to vote thereon; provided, shall determine. There that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be no cumulative voting in taken by Single Class Voting of all outstanding Shares of each Series whose holders are entitled to vote thereon; and (ii) when the election of Trustees. Shares may be voted in person or by proxy. A proxy purporting Trustees determine that any matter to be executed by submitted to a vote of Shareholders affects only the rights or on behalf interests of a Shareholder Shareholders of one or more but not all Portfolios (including without limitation any distribution plan pursuant to Rule 12b-1 under the 1940 Act applicable to any such Portfolio), then only the Shareholders of the Portfolios so affected shall be deemed valid unless challenged at or prior entitled to its exercise and the burden of proving invalidity shall rest on the challenger. Meetings of Shareholders for the purposes above shall be called and notice thereof shall be given as provided for in the By-Lawsvote thereon.

Voting Powers. Subject to Section 3.4.4. , the The Shareholders shall have right power to vote only to (i) elect Trustees, provided that a meeting for the election or removal of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 4.2 hereof; 5.2 hereof as to which Shareholder approval is as required by the 1940 Act, (iii) approve the with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections 9.1 and 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.3 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or Class)not a court action, unless proceeding or claim should or should not be brought or maintained derivatively or as a majority of the Trustees determines that the continuation class action on behalf of the Trust or any Series Portfolio, or the Shareholders of any of them (or Class) is provided, however, that a Shareholder of a particular Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Portfolio or the best interests of the Trust, such Series (or ClassShareholders thereof), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series (or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1; and (vvi) approve with respect to such additional matters relating to the Trust as may be required by law the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the TrusteesTrustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law, in their sole discretionthey shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Portfolio entitled to vote thereon; provided that (i) when expressly required by this Declaration or by the 1940 Act, shall determine. There actions of Shareholders shall be no cumulative voting in taken by Single Class Voting of all outstanding Shares of each Series whose holders are entitled to vote thereon; and (ii) when the election of Trustees. Shares may be voted in person or by proxy. A proxy purporting Trustees determine that any matter to be executed by submitted to a vote of Shareholders affects only the rights or on behalf interests of a Shareholder Shareholders of one or more but not all Portfolios, then only the Shareholders of the Portfolios so affected shall be deemed valid unless challenged at or prior entitled to its exercise and the burden of proving invalidity shall rest on the challenger. Meetings of Shareholders for the purposes above shall be called and notice thereof shall be given as provided for in the By-Lawsvote thereon.

Voting Powers. Subject to Section 3.4.4. , the The Shareholders shall have right power to vote only to (i) elect Trustees, provided that a meeting for the election or removal of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Sections 4.1.(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 4.2 hereof; 5.2. hereof as to which Shareholder approval is required by the 1940 Act, (iii) approve the termination with respect to any reorganization of the Trust or any Series Portfolio to the extent and as provided in Section 9.2. hereof; (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.3. hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or Class)not a court action, unless proceeding or claim should or should not be brought or maintained derivatively or as a majority of the Trustees determines that the continuation class action on behalf of the Trust or any Series Portfolio, or the Shareholders of any of them (or Class) is provided, however, that a Shareholder of a particular Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Portfolio or the best interests of the Trust, such Series (or ClassShareholders thereof), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series (or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1; and (vvi) approve with respect to such additional matters relating to the Trust as may be required by law the 1940 Act, this Declaration of Trust, the By-laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the TrusteesTrustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law or by this Declaration, in their sole discretionthey shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Portfolio entitled to vote thereon; provided, shall determine. There that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be no cumulative voting in taken by Single Class Voting of all outstanding Shares of each Series and Class whose holders are entitled to vote thereon; and (ii) when the election of Trustees. Shares may be voted in person or by proxy. A proxy purporting Trustees determine that any matter to be executed by submitted to a vote of Shareholders affects only the rights or on behalf interests of Shareholders of one or more but not all Series, or one or more but not all Classes of a Shareholder single Series (including without limitation any distribution plan pursuant to Rule 12b-1 under the 1940 Act applicable to such Series or Class), then only the Shareholders of the Series or Classes so affected shall be deemed valid unless challenged at entitled to vote thereon. Without limiting the generality of the foregoing, and except as required by the 1940 Act or prior other law, the Shareholders of each Class shall have exclusive voting rights with respect to its exercise and the burden provisions of proving invalidity shall rest on any distribution plan adopted by the challenger. Meetings of Shareholders for Trustees pursuant to Rule 12b-l under the purposes above shall be called and notice thereof shall be given as provided for in the By-Laws1940 Act (a “Plan”) applicable to such Class.

Voting Powers. Subject to Section 3.4.4. , the Shareholders shall have right power to vote only to (i) elect Trustees, provided that a meeting for the election or removal of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Section 4.2 Sections 4.1(c) and (e) hereof; , (ii) with respect to the approval or termination of any contract as to which Shareholder action is required by the 1940 Act, (iii) approve the with respect to any termination or reorganization of the Trust or any Series (or ClassFund to the extent and as provided in Sections 6.2(d), unless 9.1 and 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.3 hereof, (v) to the same extent as the stockholders of a majority of the Trustees determines that the continuation Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any Series Fund, or the Shareholders of any of them (or Class) is except that a Shareholder of a particular Fund shall not in any event be entitled to maintain a derivative or class action on behalf of any other Fund or the best interests of the Trust, such Series (or ClassShareholders thereof), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series (or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1; and (vvi) approve with respect to such additional matters as may be required by law or as the Trustees1940 Act, in their sole discretionthis Declaration of Trust, shall determine. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Meetings of Shareholders for the purposes above shall be called and notice thereof shall be given as provided for in the By-Laws, or any registration with the Commission or any State, or as the Trustees may consider necessary or desirable. Each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders shall be submitted to a separate vote of the outstanding Shares of each Fund entitled to vote thereon; provided, that (i) when required by this Declaration or by the 1940 Act, actions of Shareholders shall be taken by Single Class Voting and (ii) when the Trustees determine that any mater to be submitted to a vote of Shareholders affects only the right or interests of Shareholders of one or more but not all Funds, then only the Shareholders of the Funds so affected shall be entitled to vote thereon.

Voting Powers. Subject to Section 3.4.4. , the The Shareholders shall have right power to vote only to (i) elect Trustees, provided that a meeting for the election or removal of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Sections 4.1 (c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 4.2 hereof; 5.2. hereof as to which Shareholder approval is required by the 1940 Act, (iii) approve the termination with respect to any reorganization of the Trust or any Series Portfolio to the extent and as provided in Section 9.2. hereof; (iv) with respect to any amendment of this Declaration to the extent and as provided in Section 9.3. hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or Class)not a court action, unless proceeding or claim should or should not be brought or maintained derivatively or as a majority of the Trustees determines that the continuation class action on behalf of the Trust or any Series Portfolio, or the Shareholders of any of them (or Class) is provided, however, that a Shareholder of a particular Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Portfolio or the best interests of the Trust, such Series (or ClassShareholders thereof), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series (or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1; and (vvi) approve with respect to such additional matters relating to the Trust as may be required by law the 1940 Act, this Declaration, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the TrusteesTrustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law or by this Declaration, in their sole discretionthey shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series entitled to vote thereon; provided, shall determine. There that (i) when expressly required by this Declaration or by the 1940 Act or by other law, actions of Shareholders shall be no cumulative voting in taken by Single Class Voting of all outstanding Shares of each Series and Class whose holders are entitled to vote thereon; and (ii) when the election of Trustees. Shares may be voted in person or by proxy. A proxy purporting Trustees determine that any matter to be executed by submitted to a vote of Shareholders affects only the rights or on behalf interests of Shareholders of one or more but not all Series, or of one or more but not all Classes of a Shareholder single Series (including without limitation any distribution plan pursuant to Rule 12b-1 under the 1940 Act applicable to any such Series or Class), then only the Shareholders of the Series or Classes so affected shall be deemed valid unless challenged at entitled to vote thereon. Without limiting the generality of the foregoing, and except as required by the 1940 Act or prior other law, the Shareholders of each Class shall have exclusive voting rights with respect to its exercise and the burden provisions of proving invalidity shall rest on any distribution plan adopted by the challenger. Meetings of Shareholders for Trustees pursuant to Rule 12b-1 under the purposes above shall be called and notice thereof shall be given as provided for in the By-Laws1940 Act applicable to such Class.

Voting Powers. Subject to Section 3.4.4. , the The Shareholders shall have right power to vote only to (i) elect Trustees, provided that a meeting for the election of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Section 4.2 hereof2.13; (iiiii) approve the with respect to termination of the Trust or any Series (or Class), unless a majority of the Trustees determines that the continuation of the Trust or any Series (or Class) is not in the best interests of the Trust, such Series (or Class), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series or Class thereof as provided in Section 7.2; (iii) with respect to a merger, consolidation, exchange of Shares or Classsale of assets as provided in Section 7.2; (iv) with respect to a conversion from a "closed-end fund" to an "open-end fund" as provided in Section 7.4; (v) with respect to incorporation of the Trust to the extent and as provided in Section 7.5; (vi) to maintain its assets at an appropriate sizethe same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, changes in laws proceeding or regulations governing the Trust claim should or its Series (should not be brought or Classes) maintained derivatively or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having as a significant adverse impact class action on the business or operations behalf of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1a Series thereof or the Shareholders of either; and (vvii) approve with respect to such additional matters relating to the Trust as may be required by law this Declaration, the By-Laws or any registration of the Trust as an investment company under the 1940 Act with the Commission (or any successor agency) or as the TrusteesTrustees may consider necessary or desirable. On any matter required or permitted to be voted on by the Shareholders, all Shares then entitled to vote shall be voted in the aggregate as a single class without regard to Class or Series, except (i) when required by this Declaration of Trust, the By-Laws or by the 1940 Act, or when the Trustees shall have determined that any matter to be submitted to a vote of the Shareholders affects the rights or interests of the Shareholders of one or more Classes or Series materially differently, Shares shall be voted by individual Class or Series; and (ii) when the Trustees shall have determined that the matter affects only the interests of one or more Classes or Series, then only the Shareholders of such Class or Classes or Series shall be entitled to vote thereon. Each 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. The Trustees may, in their sole discretionconjunction with the establishment of any further Series or any Classes of Shares, establish conditions under which the several Series or Classes of Shares shall determinehave separate voting rights or no voting rights. There shall be no cumulative voting in the election of Trustees. Until Shares are issued, the Trustees may be voted in person or by proxy. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Meetings all rights of Shareholders for the purposes above shall be called and notice thereof shall be given as provided for in may take any action required by law, this Declaration or the By-LawsLaws to be taken by Shareholders, including the approval of any amendment to the Declaration. The By-Laws may include further provisions for Shareholders' votes and meetings and related matters.

Voting Powers. Subject to Section 3.4.4. , the Shareholders shall have right to vote only to (i) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Section 4.2 hereof; (iii) approve the termination of the Trust or any Series (or Class), unless a majority of the Trustees determines that the continuation of the Trust or any Series (or Class) is not in the best interests of the Trust, such Series (or Class), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series (or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1; and (vvii) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Meetings of Shareholders for the purposes above shall be called and notice thereof shall be given as provided for in the By-Laws.

Voting Powers. Subject to Section 3.4.4. , the The Shareholders shall have right power to vote only to (i) elect Trustees, for the election or removal of Trustees as provided that a meeting of Shareholders has been called for that purposein Sections 4.1(c) and (e) hereof; (ii) remove Trustees with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 4.2 hereof; 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) approve the with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections 9.1 and 9.2 hereof; (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.3 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or Class)not a court action, unless proceeding or claim should or should not be brought or maintained derivatively or as a majority of the Trustees determines that the continuation class action on behalf of the Trust or any Series Portfolio, or the Shareholders of any of them (or Class) is PROVIDED HOWEVER, that a Shareholder of a particular Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Portfolio or the best interests of the Trust, such Series (or ClassShareholders thereof), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series (or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1; and (vvi) approve with respect to such additional matters relating to the Trust as may be required by law the 1940 Act, this Declaration of Trust, the Bylaws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the TrusteesTrustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law or by this Declaration, in their sole discretionthey shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Portfolio entitled to vote thereon; PROVIDED, shall determine. There that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be no cumulative voting in taken by Single Class Voting of all outstanding Shares of each Series and Class whose holders are entitled to vote thereon; and (ii) when the election of Trustees. Shares may be voted in person or by proxy. A proxy purporting Trustees determine that any matter to be executed by submitted to a vote of Shareholders affects only the rights or on behalf interests of Shareholders of one or more but not all Series, or one or more but not all Classes of a Shareholder single Series (including without limitation any distribution plan pursuant to Rule 12b-1 under the 1940 Act applicable to such Series or Class), then only the Shareholders of the Series or Classes so affected shall be deemed valid unless challenged at entitled to vote thereon. Without limiting the generality of the foregoing, and except as required by the 1940 Act or prior other law, the Shareholders of each Class shall have exclusive voting rights with respect to its exercise and the burden provisions of proving invalidity shall rest on any distribution plan adopted by the challenger. Meetings of Shareholders for Trustees pursuant to Rule 12b-1 under the purposes above shall be called and notice thereof shall be given as provided for in the By-Laws1940 Act (a "Plan") applicable to such Class.

Voting Powers. Subject to Section 3.4.4. , the Shareholders shall have right to vote only to (i) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Section 4.2 hereof; (iii) approve the termination of the Trust or any Series (or Class), unless a majority of the Trustees determines that the continuation of the Trust or any Series (or Class) is not in the best interests of the Trust, such Series (or Class), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series (or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1; and (v) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Meetings of Shareholders for the purposes above shall be called and notice thereof shall be given as provided for in the By-Laws.

Voting Powers. Subject to Section 3.4.4. , the The Shareholders shall have right power to vote only to (i) elect Trustees, provided that a meeting for the election or removal of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Sections 4. 1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 4.2 hereof; 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) approve the with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections 9.1 and 9.2 hereof, (iv) with respect to any amendment of this Declaration to the extent and as provided in Section 9.3 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or Class)not a court action, unless proceeding or claim should or should not be brought or maintained derivatively or as a majority of the Trustees determines that the continuation class action on behalf of the Trust or any Series Portfolio, or the Shareholders of any of them (or Class) is provided, however, that a Shareholder of a particular Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Portfolio or the best interests of the Trust, such Series (or ClassShareholders thereof), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series (or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1; and (vvi) approve with respect to such additional matters relating to the Trust as may be required by law the 1940 Act, this Declaration, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the TrusteesTrustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law or by this Declaration, in their sole discretionthey shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series entitled to vote thereon; provided, shall determine. There that (i) when expressly required by this Declaration or by the 1940 Act or by other law, actions of Shareholders shall be no cumulative voting in taken by Single Class Voting of all outstanding Shares of each Series and Class whose holders are entitled to vote thereon; and (ii) when the election of Trustees. Shares may be voted in person or by proxy. A proxy purporting Trustees determine that any matter to be executed by submitted to a vote of Shareholders affects only the rights or on behalf interests of Shareholders of one or more but not all Series, or of one or more but not all Classes of a Shareholder single Series (including without limitation any distribution plan pursuant to Rule 12b-1 under the 1940 Act applicable to any such Series or Class), then only the Shareholders of the Series or Classes so affected shall be deemed valid unless challenged at entitled to vote thereon. Without limiting the generality of the foregoing, and except as required by the 1940 Act or prior other law, the Shareholders of each Class shall have exclusive voting rights with respect to its exercise and the burden provisions of proving invalidity shall rest on any distribution plan adopted by the challenger. Meetings of Shareholders for Trustees pursuant to Rule 12b-1 under the purposes above shall be called and notice thereof shall be given as provided for in the By-Laws1940 Act (a “Plan”) applicable to such Class.

Voting Powers. Subject to Section 3.4.4. , the The Shareholders shall have right power to vote only to (i) elect Trustees, provided that a meeting for the election or removal of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 4.2 hereof; 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) approve the with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections 9.1 and 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.3 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or Class)not a court action, unless proceeding or claim should or should not be brought or maintained derivatively or as a majority of the Trustees determines that the continuation class action on behalf of the Trust or any Series Portfolio, or the Shareholders of any of them (or Class) is provided, however, that a Shareholder of a particular Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Portfolio or the best interests of the Trust, such Series (or ClassShareholders thereof), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series (or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1; and (vvi) approve with respect to such additional matters relating to the Trust as may be required by law the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the TrusteesTrustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law or by this Declaration, in their sole discretionthey shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Portfolio entitled to vote thereon; provided, shall determine. There that (i) when expressly required by the 1940 Act or other law, actions of Shareholders shall be no cumulative voting in taken by Single Class Voting of all outstanding Shares of each Series and Class whose holders are entitled to vote thereon, and (ii) when the election of Trustees. Shares may be voted in person or by proxy. A proxy purporting Trustees determine that any matter to be executed by submitted to a vote of Shareholders affects only the rights or on behalf interests of Shareholders of one or more but not all Portfolios or of one or more but not all Classes of a Shareholder single Portfolio (including without limitation any distribution plan pursuant to Rule 12b-1 under the 1940 Act applicable to any such Portfolio or Class), then only the Shareholders of the Portfolios or Classes so affected shall be deemed valid unless challenged at entitled to vote thereon. Without limiting the generality of the foregoing, and except as required by the 1940 Act or prior other law, the Shareholders of each Class shall have exclusive voting rights with respect to its exercise and the burden provisions of proving invalidity shall rest on any distribution plan adopted by the challenger. Meetings of Shareholders for Trustees pursuant to Rule 12b-1 under the purposes above shall be called and notice thereof shall be given as provided for in the By-Laws1940 Act (a "Plan") applicable to such Class.

Voting Powers. Subject to Section 3.4.4. , the The Shareholders shall have right power to vote only to (i) elect Trustees, provided that a meeting for the election or removal of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 4.2 hereof; 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) approve the with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections 9.1 and 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.3 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or Class)not a court action, unless proceeding or claim should or should not be brought or maintained derivatively or as a majority of the Trustees determines that the continuation class action on behalf of the Trust or any Series Portfolio, or the Shareholders of any of them (or Class) is PROVIDED, HOWEVER, that a Shareholder of a particular Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Portfolio or the best interests of the Trust, such Series (or ClassShareholders thereof), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series (or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1; and (vvi) approve with respect to such additional matters relating to the Trust as may be required by law the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the TrusteesTrustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law or by this Declaration, in their sole discretionthey shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Portfolio entitled to vote thereon; PROVIDED, shall determine. There that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be no cumulative voting in taken by Single Class Voting of all outstanding Shares of each Series whose holders are entitled to vote thereon; and (ii) when the election of Trustees. Shares may be voted in person or by proxy. A proxy purporting Trustees determine that any matter to be executed by submitted to a vote of Shareholders affects only the rights or on behalf interests of a Shareholder Shareholders of one or more but not all Portfolios, then only the Shareholders of the Portfolios so affected shall be deemed valid unless challenged at or prior entitled to its exercise and the burden of proving invalidity shall rest on the challenger. Meetings of Shareholders for the purposes above shall be called and notice thereof shall be given as provided for in the By-Lawsvote thereon.

Voting Powers. Subject to Section 3.4.4. , the The Shareholders shall have right power to vote only to (i) elect Trustees, provided that a meeting for the election or removal of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Sections 4.l(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 4.2 hereof; 5.2 hereof as to which Shareholder approval is as required by the 1940 Act, (iii) approve the with respect to any termination or reorganization of the Trust or any Series Fund to the extent and as provided in Sections 9.1 and 9.9 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.3 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or Class)not a court action, unless proceeding or claim should or should not be brought or maintained derivatively or as a majority of the Trustees determines that the continuation class action on behalf of the Trust or any Series Fund, or the Shareholders of any of them (or Class) is provided, however, that a Shareholder of a particular Fund shall not in any event be entitled to maintain a derivative or class action on behalf of any other Fund or the best interests of the Trust, such Series (or ClassShareholders thereof), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series (or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1; and (vvi) approve with respect to such additional matters relating to the Trust as may be required by law the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the TrusteesTrustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law, in their sole discretionthey shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Fund entitled to vote thereon; provided, shall determine. There that (i) when expressly required by this Declaration or by the 1940 Act, actions of Shareholders shall be no cumulative voting in taken by Single Class Voting of all outstanding Shares of each Series whose holders are entitled to vote thereon; and (ii) when the election of Trustees. Shares may be voted in person or by proxy. A proxy purporting Trustees determine that any matter to be executed by submitted to a vote of Shareholders affects only the rights or on behalf interests of a Shareholder Shareholders of one or more but not all Funds, then only the Shareholders of the Funds so affected shall be deemed valid unless challenged at or prior entitled to its exercise and the burden of proving invalidity shall rest on the challenger. Meetings of Shareholders for the purposes above shall be called and notice thereof shall be given as provided for in the By-Lawsvote thereon.

Voting Powers. Subject to Section 3.4.4. , the The Shareholders shall have right power to vote only to (i) elect Trustees, provided that a meeting for the election or removal of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 4.2 hereof; 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) approve the with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections 9.1 and 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.3 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or Class)not a court action, unless proceeding or claim should or should not be brought or maintained derivatively or as a majority of the Trustees determines that the continuation class action on behalf of the Trust or any Series Portfolio, or the Shareholders of any of them (or Class) is provided, however, that a Shareholder of a particular Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Portfolio or the best interests of the Trust, such Series (or ClassShareholders thereof), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series (or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1; and (vvi) approve with respect to such additional matters relating to the Trust as may be required by law the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the TrusteesTrustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law, in their sole discretionthey shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Portfolio entitled to vote thereon; provided that (i) when expressly required by this Declaration or by the 1940 Act, shall determine. There actions of Shareholders shall be no cumulative voting in taken by Single Class Voting of all outstanding Shares of each Series whose holders are entitled to vote thereon; and (ii) when the election of Trustees. Shares may be voted in person or by proxy. A proxy purporting Trustees determine that any matter to be executed by submitted to a vote of Shareholders affects only the rights or on behalf interests of a Shareholder Shareholders of one or more but not all Portfolios, then only the Shareholders of the Portfolios so affected shall be deemed valid unless challenged at or prior entitled to its exercise and the burden of proving invalidity shall rest on the challenger. Meetings of Shareholders for the purposes above shall be called and notice thereof shall be given as provided for in the By-Lawsvote thereon.

Voting Powers. Subject to Section 3.4.4. , the The Shareholders shall have right power to vote only to (i) elect Trustees, provided that a meeting for the election or removal of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 4.2 hereof; 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) approve the with respect to any termination or reorganization of the Trust or any Series Fund to the extent and as provided in Sections 9.1 and 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.3 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or Class)not a court action, unless proceeding or claim should or should not be brought or maintained derivatively or as a majority of the Trustees determines that the continuation class action on behalf of the Trust or any Series Fund, or the Shareholders of any of them (or Class) is PROVIDED, HOWEVER, that a Shareholder of a particular Fund shall not in any event be entitled to maintain a derivative or class action on behalf of any other Fund or the best interests of the Trust, such Series (or ClassShareholders thereof), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series (or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1; and (vvi) approve with respect to such additional matters relating to the Trust as may be required by law the 1940 Act, this Declaration of Trust, the Bylaws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the TrusteesTrustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law, in their sole discretionthey shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Fund entitled to vote thereon; PROVIDED that (i) when expressly required by this Declaration or by the 1940 Act, shall determine. There actions of Shareholders shall be no cumulative voting in taken by Single Class Voting of all outstanding Shares of each Series whose holders are entitled to vote thereon; and (ii) when the election of Trustees. Shares may be voted in person or by proxy. A proxy purporting Trustees determine that any matter to be executed by submitted to a vote of Shareholders affects only the rights or on behalf interests of a Shareholder Shareholders of one or more but not all Funds, then only the Shareholders of the Funds so affected shall be deemed valid unless challenged at or prior entitled to its exercise and the burden of proving invalidity shall rest on the challenger. Meetings of Shareholders for the purposes above shall be called and notice thereof shall be given as provided for in the By-Lawsvote thereon.

Voting Powers. Subject to Section 3.4.4. , the Shareholders The Shareholder shall have right power to vote only to (i) elect Trustees, provided that a meeting for the election or removal of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 4.2 hereof; 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) approve the with respect to any termination or reorganization of the Trust or any Series (or ClassFund to the extent and as provided in Sections 6.2(d), unless 9.1 and 9.2 hereof, (iv) with respect to any amendment of this Declaration to the extent and as provided in Section 9.3 hereof, (v) to the same extent as the stockholders of a majority of the Trustees determines that the continuation Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any Series Fund, or the Shareholders of any of them (or Class) is provided, however, that a Shareholder of a particular Fund shall not in any event be entitled to maintain a derivative or class action on behalf of any other Fund or the best interests of the Trust, such Series (or ClassShareholders thereof), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series (or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1; and (vvi) approve with respect to such additional matters relating to the Trust as may be required by law the 1940 Act, this Declaration, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the TrusteesTrustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law or by this Declaration, in their sole discretionthey shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Series entitled to vote thereon; provided, shall determine. There that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be no cumulative voting in taken by Single Class Voting of all outstanding Shares of each Series and Class whose holders are entitled to vote thereon; and (ii) when the election of Trustees. Shares may be voted in person or by proxy. A proxy purporting Trustees determine that any matter to be executed by submitted to vote of Shareholders affects only the rights or on behalf interests of Shareholders of one or more but not all Series, or of one or more but not all Classes of a Shareholder single Series (including without limitation any distribution plan pursuant to Rule 12b-1 under the 1940 Act (a “Plan”) applicable to any such Series or Class), then only the Shareholders of the Series or Classes so affected shall be deemed valid unless challenged at entitled to vote thereon. Without limiting the generality of the foregoing, and except as required by the 1940 Act or prior other law, the Shareholders of each Class shall have exclusive voting rights with respect to its exercise and the burden provisions of proving invalidity shall rest on the challenger. Meetings of Shareholders for the purposes above shall be called and notice thereof shall be given as provided for in the By-Lawsany Plan applicable to such Class.

Voting Powers. Subject to Section 3.4.4. , the The Shareholders shall have right power to vote only to (i) elect Trustees, provided that a meeting for the election or removal of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Sections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 4.2 hereof; 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) approve the with respect to any termination or reorganization of the Trust or any Series Fund to the extent and as provided in Sections 9.1 and 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.3 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or Class)not a court action, unless proceeding or claim should or should not be brought or maintained derivatively or as a majority of the Trustees determines that the continuation class action on behalf of the Trust or any Series Fund, or the Shareholders of any of them (or Class) is provided, however, that a Shareholder of a particular Fund shall not in any event be entitled to maintain a derivative or class action on behalf of any other Fund or the best interests of the Trust, such Series (or ClassShareholders thereof), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series (or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1; and (vvi) approve with respect to such additional matters relating to the Trust as may be required by law the 1940 Act, this Declaration of Trust, the Bylaws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the TrusteesTrustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law or by this Declaration, in their sole discretionthey shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Fund entitled to vote thereon; provided, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares of each Series or Class whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Funds or of one or more but not all Classes of a single Fund (including without limitation any distribution plan pursuant to Rule 12b-1 under the 1940 Act applicable to any such Fund or Class), then only the Shareholders of the Funds or Classes so affected shall be entitled to vote thereon. Without limiting the generality of the foregoing, (1) the holders of the Class A Shares and Class B Shares of any Fund, each voting as a separate class, shall determine. There have exclusive voting rights with respect to provisions of any distribution plan adopted by the Trustees pursuant to Rule l2b-l under the 1940 Act (a "Plan") applicable to the Class A Shares of such Fund; (ii) the holders of the Class A Shares of any Fund shall be have no cumulative voting in rights with respect to provisions of any Plan applicable solely to the election Class B Shares and/or Class Y Shares of Trustees. such Fund; (iii) the holders of the Class B Shares may be voted in person of any Fund shall have (A) exclusive voting rights with respect to provisions of any Plan applicable solely to the Class B Shares and (B) no voting rights with respect to provisions of any Plan applicable to Class Y Shares of such Fund; and (iv) the holders of the Class Y Shares of any Fund shall have (A) exclusive voting rights with respect to provisions of any Plan applicable to the Class Y Shares and (B) no voting rights with respect to provisions of any Plan applicable to Class A Shares or by proxy. A proxy purporting to be executed by or on behalf Class B Shares of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Meetings of Shareholders for the purposes above shall be called and notice thereof shall be given as provided for in the By-Lawssuch Fund.

Voting Powers. Subject to Section 3.4.4. , the The Shareholders shall have right power to vote only to (i) elect Trustees, provided that a meeting for the election or removal of Shareholders has been called for that purpose; (ii) remove Trustees as provided in Sections 4.l(c) and hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 4.2 hereof; 5.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) approve the with respect to any termination or reorganization of the Trust or any Series Portfolio to the extent and as provided in Sections 9.1 and 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.3 hereof, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or Class)not a court action, unless proceeding or claim should or should not be brought or maintained derivatively or as a majority of the Trustees determines that the continuation class action on behalf of the Trust or any Series Portfolio, or the Shareholders of any of them (or Class) is provided, however, that a Shareholder of a particular Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Portfolio or the best interests of the Trust, such Series (or ClassShareholders thereof), or their respective Shareholders as a result of factors or events adversely affecting the abilities of the Trust or Series (or Class) to conduct its business and operations in an economically viable manner; such factors or events may include the inability of the Trust or a Series (or Class) to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or its Series (or Classes) or affecting the assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series; (iv) approve any amendment to this ARTICLE VII, Section 7.1; and (vvi) approve with respect to such additional matters relating to the Trust as may be required by law the 1940 Act, this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the TrusteesTrustees may consider necessary or desirable. If and to the extent that the Trustees shall determine that such action is required by law or by this Declaration, in their sole discretionthey shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares, shall determine. There of each Series entitled to vote thereon; provided, that (l) when expressly required by the 1940 Act or other law, actions of Shareholders shall be no cumulative voting in taken by Single Class Voting of all outstanding Shares of each Series and Class whose holders are entitled to vote thereon, and (ii) when the election of Trustees. Shares may be voted in person or by proxy. A proxy purporting Trustees determine that any matter to be executed by submitted to a vote of Shareholders affects only the rights or on behalf interests of the holders of Shares one or more but not all Series or of one or more but not all Classes of a Shareholder single Series (including without limitation any distribution plan pursuant to Rule 12b-1 under the 1940 Act applicable to any such Series or Class), then only the Shareholders of the Series or Classes so affected shall be deemed valid unless challenged at entitled to vote thereon. Without limiting the generality of the foregoing, and except as required by the 1940 Act or prior other law, the Shareholders of each Class shall have exclusive voting rights with respect to its exercise and the burden provisions of proving invalidity shall rest on any distribution plan adopted by the challenger. Meetings of Shareholders for Trustees pursuant to Rule 12b-1 under the purposes above shall be called and notice thereof shall be given as provided for in the By-Laws1940 Act applicable to such Class.