Common use of Voting Powers Clause in Contracts

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iii) approve the termination of the Trust or any Portfolio or Class, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The vote necessary to approve any such matter shall be set forth in the Bylaws.

Voting Powers. The Shareholders shall have power to vote only to: with respect to (ia) elect Trustees, the election of Trustees as provided that a meeting in Section 2 of Shareholders has been called for that purposethis Article; (iib) remove Trusteesthe removal of Trustees as provided in Article II, provided that a meeting of Shareholders has been called for that purposeSection 3(d); (iiic) approve the any investment advisory or management contract as provided in Article VIII, Section 1; (d) any termination of the Trust or any Portfolio or Classas provided in Article IX, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or ClassSection 4; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (Ae) the primary purpose amendment of such merger or consolidation is this Declaration to change the Trust's domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares extent and as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this provided in Article VIX, Section 6.18; and (viif) approve such additional matters relating to the Trust as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted authorized by law, this Agreement Declaration, or the By-laws or any of the Bylaws registration of the Trust to be taken by Shareholderswith the Commission or any State, or as the Trustees may consider desirable. On any matter submitted to a vote of the Shareholders, all Shares shall be voted togetherby individual Series or Class, except (a) when required by applicable law the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (b) when the Trustees have determined that the matter affects the interests of more than one Series or more Portfolios (or Classes)Class, then only the Shareholders of all such affected Portfolios (Series or Classes) Classes shall be entitled to vote thereon. Each As determined by the Trustees without the vote or consent of shareholders, on any matter submitted to a vote of Shareholders either (i) each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote or (ii) each dollar of net asset value (number of Shares owned times net asset value per share of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. The vote necessary to approve any such matter There shall be set forth no cumulative voting in the Bylawselection of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-laws. The By-laws may provide that proxies may be given by any electronic or telecommunications device or in any other manner, but if a proposal by anyone other than the officers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration or the By-laws. Meetings of Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-laws.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iii) approve the termination of the Trust or any Portfolio or Class, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory business trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory business trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The vote necessary to approve any such matter shall be set forth in the Bylaws.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iii) approve the termination of the Trust or any Portfolio or Class, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's ’s domicile or form of organization or form of statutory trust; (viv) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's ’s domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (viv) approve any amendment to this Article VI, Section 6.1; and (viivi) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Agreement law or any of the Bylaws of the Trust to Governing Instrument that may be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The Provisions relating to meetings, quorum, required vote, record date and other matters relating to Shareholder voting rights are as provided in the Bylaws. Shareholders shall not be entitled to cumulative voting in the election of Trustees or on any other matter. Only Record Owners shall have the power to cast a vote necessary at a meeting of Shareholders subject to approve any such matter shall be the voting provisions set forth in the BylawsGoverning Instrument. Beneficial owners of Shares who are not Record Owners shall not be entitled to cast a vote at a meeting of Shareholders but shall be entitled to provide voting instructions to corresponding Record Owners, subject to any limitations imposed by applicable law.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trusteesfor the election or removal of Trustees as provided in Article IV, provided that a meeting Sections 1 and 3 of Shareholders has been called for that purpose; the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (ii) remove Trusteeswith respect to any Manager or sub-adviser as provided in Article IV, provided that a meeting Section 8 of Shareholders has been called for that purpose; the Declaration of Trust to the extent required by the 1940 Act, (iii) approve with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or any Portfolio a series or Class, provided that class of Shares if the Trustees have called a meeting of (including the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined Continuing Trustees) exercise their right to so terminate the Trust or such Portfolio series or Classclass pursuant to clauses (ii) or (y) of Article IX, there are fewer than 100 holders Section 4 of record the Declaration of Trust), (v) with respect to any amendment of the Declaration of Trust to the extent and as provided in Article IX, Section 7 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (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 of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or ClassShareholders, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve with respect to such additional matters relating to the Trust as may be required by law law, the Declaration of Trust, these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required consider necessary or permitted by law, this Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereondesirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote, vote and each fractional Share shall be entitled to a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration of Trust or in respect of the terms of a class of preferred shares of beneficial interest of the Trust as reflected in these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The vote necessary placing of a Shareholder’s name on a proxy pursuant to approve any telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such matter instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be set forth in deemed valid unless challenged at or prior to its exercise and the Bylawsburden of proving invalidity shall rest on the challenger. Until Shares of a particular class or series are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, the Declaration of Trust or these Bylaws to be taken by Shareholders as to such class or series. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued and outstanding, including, without limitation, the APS and the VMTP Shares, shall be treated as a single class.

Voting Powers. The Shareholders shall have power to vote only to: with respect to (ia) elect Trusteesthe election of Trustees as provided in Article II, provided that a meeting of Shareholders has been called for that purposeSection 2; (iib) remove Trusteesthe removal of Trustees as provided in Article II, provided that a meeting of Shareholders has been called for that purposeSection 4(d); (iiic) approve any investment advisory or management contract to the termination of the Trust or any Portfolio or Classextent and as provided in Article VII, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or ClassSection 1; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (Ad) the primary purpose amendment of such merger or consolidation is this Declaration of Trust to change the Trust's domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares extent and as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this provided in Article VIX, Section 6.18; and (viie) approve such additional matters relating to the Trust as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted authorized by law, this Agreement Declaration of Trust, or the By-laws or any of the Bylaws registration of the Trust to be taken by Shareholderswith the Commission or any State, or as the Trustees may consider desirable. On any matter submitted to a vote of the Shareholders, all Shares of all Series or Classes shall be voted togethertogether in the aggregate and not by individual Series or Classes, except (a) when required by applicable law the 1940 Act to be voted by individual Series or Classes, or (b) when the Trustees have determined that the matter affects only the interests of Shareholders of one or more Portfolios (Series or Classes), then only or as deemed appropriate in their discretion. As determined by the Trustees without the vote or consent of Shareholders, on any matter submitted to a vote of Shareholders of all such affected Portfolios either (or Classesi) shall be entitled to vote thereon. Each each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote, vote and each fractional Share shall be entitled to a proportionate fractional vote or (ii) each dollar of net asset value (number of Shares owned times net asset value per Share of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. The vote necessary to approve any such matter There shall be set forth no cumulative voting in the Bylawselection of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-laws. The By-laws may provide that proxies may be given by any electronic or telecommunications device or in any other manner, but if a proposal by anyone other than the officers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or the By-laws.

Voting Powers. The Shareholders shall have power to vote only to: with respect to (ia) elect Trustees, the election of Trustees as provided that a meeting in Section 2 of Shareholders has been called for that purposethis Article; (iib) remove Trusteesthe removal of Trustees as provided in Article II, provided that a meeting of Shareholders has been called for that purposeSection 2.3; (iiic) approve the any investment advisory or management contract as provided in Article IV, Section 4.1; (d) any termination of the Trust or any Portfolio or Classas provided in Article XI, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or ClassSection 11.2; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (Ae) the primary purpose amendment of such merger or consolidation is this Declaration to change the Trust's domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares extent and as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this provided in Article VIXI, Section 6.111.4; and (viif) approve such additional matters relating to the Trust as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted authorized by law, this Agreement Declaration, or the By-Laws or any of the Bylaws registration of the Trust to be taken by Shareholderswith the Commission or any State, or as the Trustees may consider desirable. On any matter submitted to a vote of the Shareholders, all Shares shall be voted togetherby individual Series or Class, except (a) when required by applicable law the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (b) when the Trustees have determined that the matter affects the interests of more than one Series or more Portfolios (or Classes)Class, then only the Shareholders of all such affected Portfolios (Series or Classes) Classes shall be entitled to vote thereon. Each As determined by the Trustees without the vote or consent of shareholders, on any matter submitted to a vote of Shareholders either (i) each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote or (ii) each dollar of Net Asset Value (number of Shares owned times Net Asset Value per share of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. The vote necessary to approve any such matter There shall be set forth no cumulative voting in the Bylawselection of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Laws. The By-Laws may provide that proxies may be given by any electronic or telecommunications device or in any other manner, but if a proposal by anyone other than the officers or Trustees is proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration or the By-Laws. Meetings of Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trusteesfor the election or removal of Trustees as provided in Article IV, provided that a meeting Sections 1 and 3 of Shareholders has been called for that purpose; the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (ii) remove Trusteeswith respect to any Manager or sub-adviser as provided in Article IV, provided that a meeting Section 8 of Shareholders has been called for that purpose; the Declaration of Trust to the extent required by the 1940 Act, (iii) approve with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or any Portfolio a series or Class, provided that class of Shares if the Trustees have called a meeting of (including the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined Continuing Trustees) exercise their right to so terminate the Trust or such Portfolio series or Classclass pursuant to clauses (ii) or (y) of Article IX, there are fewer than 100 holders Section 4 of record the Declaration of Trust), (v) with respect to any amendment of the Declaration of Trust to the extent and as provided in Article IX, Section 7 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (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 of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or ClassShareholders, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve with respect to such additional matters relating to the Trust as may be required by law law, the Declaration of Trust, these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required consider necessary or permitted by law, this Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereondesirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote, vote and each fractional Share shall be entitled to a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration of Trust or in respect of the terms of a class of preferred shares of beneficial interest of the Trust as reflected in these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The vote necessary placing of a Shareholder’s name on a proxy pursuant to approve any telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such matter instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be set forth in deemed valid unless challenged at or prior to its exercise and the Bylawsburden of proving invalidity shall rest on the challenger. Until Shares of a particular class or series are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, the Declaration of Trust or these Bylaws to be taken by Shareholders as to such class or series. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued and outstanding, including, without limitation, the APS and the RVMTP Shares, shall be treated as a single class.

Voting Powers. The Shareholders Holders shall have power to vote only to: with respect to (i1) elect Trusteesthe election of Trustees as provided in Article III, Section 3.6, (2) the removal of a Trustee as provided that a meeting of Shareholders has been called for that purpose; in Article III, Section 3.3(d), (ii3) remove Trusteesany investment advisory contract to the extent required by the 1940 Act, provided that a meeting of Shareholders has been called for that purpose; (iii4) approve the termination of the Trust or any a Portfolio or Classas provided in Article X, Section 10.3, (5) amendment of this Agreement only as provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such terminationin Article X, unlessSection 10.7, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv6) approve the sale of all or substantially all the assets of the Trust or of the assets belonging to any Portfolio or ClassPortfolio, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory business trust; (v7) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trustportfolio, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory business trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares Interests outstanding as of a date selected by the Trustees, the Shareholders Holders of the Trust or such Portfolio or Class portfolio will have a majority of the outstanding shares interests of the surviving Company or Portfolio or Class thereofPortfolio, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve 8) such additional matters relating to the Trust as may be required by law or as the Trustees, in their sole discretion, shall determineTrustees may consider desirable. Until Shares Interests are issued, the Trustees may exercise all rights of Shareholders Holders and may take make any action required or permitted by law, this Agreement or any of the Bylaws of the Trust to be taken by ShareholdersHolders. On any matter submitted to a vote of the ShareholdersHolders, all Shares Interests shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes)Portfolios, then only the Shareholders Holders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The vote necessary to approve any such matter shall be set forth in this Agreement or in the Bylaws.

Voting Powers. The Shareholders shall have power to vote only to: with respect to (i1) elect Trusteesthe election of Trustees as provided in Article III, Section 3.6, (2) the removal of a Trustee as provided that a meeting of Shareholders has been called for that purpose; in Article III, Section 3.3(d), (ii3) remove Trusteesany investment advisory contract to the extent required by the 1940 Act, provided that a meeting of Shareholders has been called for that purpose; (iii4) approve the termination of the Trust or any a Portfolio or ClassClass thereof as provided in Article IX, Section 9.3, (5) amendment of this Agreement only as provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such terminationin Article IX, unlessSection 9.7, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv6) approve the sale of all or substantially all the assets of the Trust or belonging to any Portfolio or ClassPortfolio, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory business trust; (v7) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio a series or Class of the Trustportfolio thereof, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory business trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio series or Class portfolio thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve 8) such additional matters relating to the Trust as may be required by law or as the Trustees, in their sole discretion, shall determineTrustees may consider desirable. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take make any action required or permitted by law, this Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The vote necessary to approve any such matter shall be set forth in this Agreement or in the Bylaws.

Voting Powers. The Shareholders shall have power to vote only to: with respect to (ia) elect Trustees, the election of Trustees as provided that a meeting in Section 2 of Shareholders has been called for that purposethis Article; (iib) remove Trusteesthe removal of Trustees as provided in Article II, provided that a meeting of Shareholders has been called for that purposeSection 5(d); (iiic) approve the any investment advisory or management contract as provided in Article VIII, Section 1; (d) any termination of the Trust or any Portfolio or Classas provided in Article IX, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or ClassSection 4; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (Ae) the primary purpose amendment of such merger or consolidation is this Declaration to change the Trust's domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares extent and as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this provided in Article VIIX, Section 6.18; and (viif) approve such additional matters relating to the Trust as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted authorized by law, this Agreement Declaration, or the By-laws or any of the Bylaws registration of the Trust to be taken by Shareholderswith the Commission or any State, or as the Trustees may consider desirable. On any matter submitted to a vote of the Shareholders, all Shares shall be voted togetherby individual Series or Class, except (a) when required by applicable law the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (b) when the Trustees have determined that the matter affects the interests of more than one Series or more Portfolios (or Classes)Class, then only the Shareholders of all such affected Portfolios (Series or Classes) Classes shall be entitled to vote thereon. Each As determined by the Trustees without the vote or consent of shareholders, on any matter submitted to a vote of Shareholders either (i) each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote or (ii) each dollar of net asset value (number of Shares owned times net asset value per share of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. The vote necessary to approve any such matter There shall be set forth no cumulative voting in the Bylawselection of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-laws. The By-laws may provide that proxies may be given by any electronic or telecommunications device or in any other manner, but if a proposal by anyone other than the officers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration or the By-laws. Meetings of Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-laws.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iii) approve the termination of the Trust or any Portfolio or Class, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory business trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory business trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares outstanding as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Trust Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The vote necessary to approve any such matter shall be set forth in the Bylaws.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iii) approve the termination of the Trust or any Portfolio or Class, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory business trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory business trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares outstanding as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Trust Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The vote necessary to approve any such matter shall be set forth in the Bylaws.shall

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iii) approve the termination of the Trust or any Portfolio or Class, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or ClassClass and provided, further, that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory business trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the TrustCompany, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory business trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares outstanding as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Trust Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The vote necessary to approve any such matter shall be set forth in the Bylaws.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trusteesfor the election of Trustees as provided in Article IV, provided that a meeting of Shareholders has been called for that purpose; Section 1, (ii) remove Trusteeswith respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIII, provided that a meeting of Shareholders has been called for that purpose; Section 8, (iii) approve to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Portfolio Series or Classclass to the extent and as provided in Article VIII, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such terminationSection 4, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory trust; (v) approve to remove Trustees from office to the merger or consolidation of the Trust or any Portfolio or Class with extent and into another Company or with as provided in Article V, Section 7 and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment with respect to this Article VI, Section 6.1; and (vii) approve such additional matters relating to the Trust as may be required by law this Declaration of Trust, the By-Laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share (or fractional share) outstanding on the record date established in accordance with the By-Laws shall be entitled to a number of votes on any matter on which it is entitled to vote equal to the net asset value of the share (or fractional share) in United States dollars determined at the close of business on the record date (for example, a share having a net asset value of $10.50 would be entitled to 10.5 votes). There shall be no cumulative voting in the election of Trustees, . Shares may be voted in their sole discretion, person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall determinebe valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. Until A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required or permitted by law, this Agreement Declaration of Trust or any of the Bylaws of the Trust By-Laws to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The vote necessary to approve any such matter shall be set forth in the Bylawsthereof.

Voting Powers. The Shareholders shall have power to vote only to: with respect to (i1) elect Trusteesthe election of Trustees as provided in Article III, Section 3.5, (2) the removal of a Trustee as provided that a meeting of Shareholders has been called for that purpose; in Article III, Section 3.2(d), (ii3) remove Trusteesany investment advisory contract to the extent required by the 1940 Act, provided that a meeting of Shareholders has been called for that purpose; (iii4) approve the termination of the Trust or any a Portfolio or ClassClass thereof as provided in Article IX, Section 9.3, (5) amendment of this Agreement only as provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such terminationin Article IX, unlessSection 9.7, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv6) approve the sale of all or substantially all the assets of the Trust or belonging to any Portfolio or ClassPortfolio, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory business trust; (v7) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio a series or Class of the Trustportfolio thereof, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory business trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio series or Class portfolio thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve 8) such additional matters relating to the Trust as may be required by law or as the Trustees, in their sole discretion, shall determineTrustees may consider desirable. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take make any action required or permitted by law, this Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The vote necessary to approve any such matter shall be set forth in this Agreement or in the BylawsBylaws or applicable law; by resolution of the Trustees if no vote is set forth for such matter in this agreement, the Bylaws or under applicable law.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iii) approve the termination of the Trust or any Portfolio or Class, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory trust; (viv) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (viv) approve any amendment to this Article VI, Section 6.1; and (viivi) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Agreement law or any of by the Bylaws of the Trust to Governing Instrument that may be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The vote necessary to approve any such matter shall be set forth in the Bylaws. Shareholders shall not be entitled to cumulative voting in the election of Trustees or on any other matter. Only Record Owners shall have the power to cast a vote at a meeting of Shareholders subject to the voting provisions set forth in the Governing Instrument. Beneficial owners of Shares who are not Record Owners shall not be entitled to cast a vote at a meeting of Shareholders but shall be entitled to provide voting instructions to corresponding Record Owners, subject to any limitations imposed by applicable law.

Voting Powers. The Shareholders At all elections of directors of the corporation, the holders of preferred stock and Class A preferred stock shall have power full voting rights with the holders of common stock, all voting together as a single class; each holder of preferred stock being entitled to one vote only to: (i) elect Trusteesfor each share thereof standing in his name, provided that a meeting each holder of Shareholders has been called Class A preferred stock being entitled to one-quarter vote for that purpose; (ii) remove Trusteeseach share thereof standing in his name, provided that a meeting and each holder of Shareholders has been called common stock being entitled to one vote for that purpose; (iii) approve each share thereof standing in his name. In addition, with the termination approval of the Trust or any Portfolio or Class, provided that Board of Directors and the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of common stock, this Amended and Restated Charter may be amended to provide that the surviving Company holders of outstanding shares of any series of preference stock may be entitled to full voting rights in the election of directors, to vote together with the holders of common stock, preferred stock and Class A preferred stock, with each holder of shares of any series of preference stock to be entitled to such number of votes for each share of such series not to exceed one-tenth of a vote for each share standing in his name. On other matters, except on matters in respect of which the laws of the State of Georgia shall provide that all stockholders shall have the right to vote irrespective of whether such right shall have been relinquished by any of such stockholders and except as otherwise herein provided, the holders of the common stock shall have the exclusive right to vote. Notwithstanding the foregoing, in the event that (1) with respect to any series of non-cumulative preferred stock, Class A preferred stock or Portfolio preference stock, any six quarterly dividends (whether or not consecutive and whether or not earned and declared), or (2) with respect to any series of cumulative preferred stock, Class A preferred stock or preference stock, any six consecutive quarterly dividends, in any case, have not been paid in full on such series of preferred stock, Class A preferred stock or preference stock, the holders of such series of preferred stock, Class A preferred stock or preference stock will have the right, voting together as a single class with holders of shares of any one or more other series of preferred stock, Class A preferred stock or preference stock upon which like voting rights are then exercisable, at the next meeting of stockholders called for the election of directors, to elect two members of the Board of Directors of the corporation and the size of the corporation's Board of Directors will be increased accordingly to effect such election, with each holder of any series of preferred stock upon which such voting rights are then exercisable to be entitled to one vote per share thereof standing in his name, with each holder of any series of Class A preferred stock upon which such voting rights are then exercisable being entitled to one-fourth vote per share thereof standing in his name and with each holder of any series of preference stock upon which such voting rights are then exercisable having one-tenth vote per share thereof standing in his name. The rights of such holders of any series of preferred stock, Class A preferred stock or preference stock to elect (together as a single class with the holders of shares of any one or more other series of preferred stock, Class A preferred stock or preference stock upon which like voting rights are then exercisable) members of the Board of Directors of the corporation will continue until such time as (A) with respect to any series of non-cumulative preferred stock, Class A preferred stock or preference stock, full dividends on such series of preferred stock, Class A preferred stock or preference stock have been paid or declared and set apart regularly for at least one year (i.e., four consecutive full quarterly dividend periods), or (B) with respect to any series of cumulative preferred stock, Class A preferred stock or preference stock, the dividends in arrears and the current dividend on such series of preferred stock, Class A preferred stock or preference stock shall have been paid or declared and set aside for payment, at which time, in either case, such right will terminate, subject to revesting in the event of a subsequent failure to pay dividends of the character described above. Upon any termination of the right of the holders of shares of preferred stock, Class A preferred and preference stock to vote as a single class for the election of two additional directors, the term of office of all directors then in office elected by such holders voting as a single class will terminate immediately. Whenever the right shall have accrued to the holders of shares of the preferred stock, Class A preferred stock and preference stock to elect, as a single class, two additional directors, it shall be the duty of the president, a vice-president or the secretary of the corporation forthwith to call and cause notice to be given to the stockholders entitled to vote at a meeting to be held at such time as the officers of the corporation may fix, not less than forty-five nor more than sixty days after the accrual of such right, for the purpose of electing such directors. The notice so given shall be mailed to each holder of record of each series of the preferred stock, Class A preferred stock and preference stock upon which such voting rights are then exercisable at his last known address appearing on the books of the corporation and shall set forth, among other things, (i) that by reason of the fact that six quarterly dividends payable on such series of the preferred stock, Class A preferred stock or preference stock are in default, the holders of such series of the preferred stock, Class A preferred stock or preference stock, voting together as a single class with the holders of one or more other series of preferred stock, Class A preferred stock or preference stock upon which like voting rights are then exercisable, have the right to elect two additional members to the Board of Directors of the corporation, (ii) that any such holder of the preferred stock, Class A preferred stock or preference stock has the right, at any reasonable time, to inspect, and make copies of, the list or lists of holders of the preferred stock, Class A preferred stock or preference stock maintained at the principal office of the corporation or at the office of any transfer agent of the preferred stock, Class A preferred stock or preference stock, and (iii) either the entirety of this section or the substance thereof with respect to the number of shares of the preferred stock, Class A preferred stock or preference stock required to be represented at any meeting or adjournment thereof called for the election of directors of the corporation. At the first meeting of stockholders held for the purpose of electing such additional directors during such time as the holders of the preferred stock, Class A preferred stock and preference stock have the special right, voting together as a single class, to elect two additional directors to the Board of Directors, the presence in person or by proxy of the holders of a majority of the total voting power of the outstanding shares of preferred stock, Class A preferred stock and preference stock for which the special right to elect two additional directors is then exercisable shall be required to constitute a quorum of such class for the election of such additional directors; provided, however, that in the absence of a quorum of the holders of the preferred stock, Class A preferred stock and preference stock for which the special right to elect two additional directors is then exercisable, no election of such additional directors shall be held, but the holders of a majority of the total voting power of the shares of the preferred stock, Class A preferred stock and preference stock for which the special right to elect two additional directors is then exercisable who are present in person or by proxy shall have power to adjourn the election of the directors to a date not less than fifteen nor more than fifty days from the giving of the notice of such adjourned meeting hereinafter provided for; and provided, further, that at such adjourned meeting, the presence in person or by proxy of the holders of 35% of the total voting power of the outstanding preferred stock, Class A preferred stock and preference stock for which the special right to elect two additional directors is then exercisable shall be required to constitute a quorum of such class for the election of such additional directors. In the event such first meeting of stockholders shall be so adjourned, it shall be the duty of the president, a vice-president or the secretary of the corporation, within ten days from the date on which such first meeting shall have been adjourned, to cause notice of such adjourned meeting to be given to the stockholders entitled to vote thereat, such adjourned meeting to be held not less than fifteen nor more than fifty days from the giving of such second notice. Such second notice shall be given in the form and manner hereinabove provided for with respect to the notice required to be given of such first meeting of stockholders, and shall further set forth that a quorum was not present at such first meeting and that the holders of 35% of the total voting power of the outstanding preferred stock, Class A preferred stock and preference stock for which the special right to elect two additional directors is then exercisable shall be required to constitute a quorum of such class for the election of such additional directors at such adjourned meeting. If the requisite quorum of holders of the preferred stock, Class A preferred stock and preference stock for which the special right to elect two additional directors is then exercisable shall not be present at said adjourned meeting, then the directors of the corporation then in office shall remain in office until the next annual meeting of the corporation, or special meeting in lieu thereof, and until their successors shall have been elected and shall qualify. Neither such first meeting nor such adjourned meeting shall be held on a date within sixty days of the date of the next annual meeting of the corporation or special meeting in lieu thereof. At each annual meeting of the corporation, or special meeting in lieu thereof, held during such time as the holders of one or more series of the preferred stock, Class A preferred stock and preference stock, voting together as a single class, shall have the right to elect two members to the Board of Directors, the foregoing provisions of this paragraph shall govern such annual meeting, or special meeting in lieu thereof, as if said annual meeting or special meeting were the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve such additional matters as may be required by law or as first meeting of stockholders held for the Trustees, in their sole discretion, shall determine. Until Shares are issued, purpose of electing directors after the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Agreement or any right of the Bylaws holders of such preferred stock, Class A preferred stock or preference stock, voting together as a single class, to elect two members to the Board of Directors, should have accrued, with the exception that if, at any adjourned annual meeting, or special meeting in lieu thereof, 35% of the Trust total voting power of the preferred stock, Class A preferred stock and preference stock for which the special right to elect two directors is then exercisable is not present in person or by proxy, all the directors shall be taken elected by Shareholders. On any matter submitted to a vote of the Shareholdersholders of a majority of the aggregate voting power of the outstanding shares of common stock, preferred stock, Class A preferred stock and, if this Amended and Restated Charter have been amended to provide that the holders of preference stock shall have the right to vote generally in the election of directors, the preference stock of the corporation present or represented at the meeting. For purposes of the foregoing provisions, and except as otherwise provided in this Amended and Restated Charter or as otherwise required by law, the preferred stock, the Class A preferred stock and the preference stock of all Shares series shall be voted togetherdeemed to be a single class and the relative voting power of each series of preferred stock, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) Class A preferred stock and preference stock shall be entitled to vote thereon. Each whole Share as follows: each holder of preferred stock shall be entitled to one vote as to any matter on which it is entitled to voteper share thereof standing in his name, and each fractional Share holder of Class A preferred stock shall be entitled to a proportionate fractional vote. The one-fourth vote necessary to approve any such matter per share thereof standing in his name and each holder of preference stock shall be set forth entitled to one-tenth vote per share thereof standing in the Bylawshis name.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iii) approve the termination of the Trust or any Portfolio or ClassPortfolio, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or ClassPortfolio, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or ClassPortfolio; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or ClassPortfolio, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory business trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory business trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares outstanding as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Trust Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes)Portfolios, then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. Each whole Share shall entitle the holder thereof to one vote for each dollar (and each fractional dollar thereof) of net asset value (number of Shares owned times net asset value per share) of Shares outstanding in such holder's name on the books of the Trust, irrespective of the Portfolio, and all Shares shall be voted in the aggregate; provided, however, that to the extent Portfolio voting is required by the 1940 Act, or otherwise directed by the Trustees, as to any such matter, Shares shall be voted by individual Portfolio. No holder of Shares of any Portfolio shall be entitled to one vote as on any acquisition of assets of another corporation with and into the Trust if the consideration for such acquisition consists solely of the Shares of another Portfolio of the Trust. The net asset value of a Share of any Portfolio shall be determined by or in accordance with the determination of the Trustees, which is authorized to any matter on which it is entitled determine the methods to votebe used to value the assets of a Portfolio, the amount and allocation of liabilities of the Trust to each Portfolio, and each fractional Share shall be entitled to a proportionate fractional voteall other matters in connection therewith. The vote necessary to approve any such matter shall be set forth in the Bylaws.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iii) approve the termination of terminate the Trust or any Portfolio or Class, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or of any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory business trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the TrustCompany, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory business trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares outstanding as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio portfolio or Class thereofclass, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Trust Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The vote necessary to approve any such matter shall be set forth in the Bylaws.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iii) approve the termination of the Trust or any Portfolio or Class, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's ’s domicile or form of organization or form of statutory trust; (viv) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's ’s domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (viv) approve any amendment to this Article VI, Section 6.1; and (viivi) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Agreement law or any of by the Bylaws of the Trust to Governing Instrument that may be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The vote necessary to approve any such matter shall be set forth in the Bylaws. Shareholders shall not be entitled to cumulative voting in the election of Trustees or on any other matter. Only Record Owners shall have the power to cast a vote at a meeting of Shareholders subject to the voting provisions set forth in the Governing Instrument. Beneficial owners of Shares who are not Record Owners shall not be entitled to cast a vote at a meeting of Shareholders but shall be entitled to provide voting instructions to corresponding Record Owners, subject to any limitations imposed by applicable law.

Voting Powers. The Shareholders shall have power to vote only to(a) on such matters required by this Declaration of Trust, the By-Laws, the 1940 Act, or other applicable law; and (b) on such other matters as the Board of Trustees may consider necessary or desirable. Notwithstanding any other provision of this Declaration of Trust, on any matters submitted to a vote of the Shareholders, all Shares then entitled to vote shall be voted in aggregate, except: (ia) elect Trusteeswhen required by the 1940 Act, provided that a meeting of Shareholders has been called for that purposeShares shall be voted by individual Series or Class; (iib) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iii) approve when the termination of the Trust or matter involves any Portfolio or Class, provided action that the Trustees have called a meeting determined will affect only the interests of one or more Series, then only Shareholders of such Series shall be entitled to vote thereon; and (c) when the Shareholders for the purpose of approving matter involves any such termination, unless, as of the date on which action that the Trustees have determined to so terminate will affect only the Trust interests of one or such Portfolio or Classmore Classes, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, then only the Shareholders of the Trust such Class or such Portfolio Classes shall be entitled to vote thereon. A Shareholder of each Series or Class will have thereof shall be entitled to either (i) one vote for each Share of such Series or Class thereof on any matter on which such Shareholder is entitled to vote or (ii) one vote for each dollar of Net Asset Value per Share determined at the close of business on the record date on any matter on which such Shareholder is entitled to vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in any manner provided for in the By-laws or in a majority resolution of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares of a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Agreement Declaration of Trust or the By-laws. Subject to applicable federal law, including the 1940 Act, the Trustees may determine that, upon redemption, Shares shall no longer be deemed outstanding or carry any voting rights irrespective of the Bylaws of the Trust to be taken by Shareholders. On whether a record date for any matter submitted on which such Shares were entitled to vote had been set on a vote of date prior to the Shareholders, all date on which such Shares were redeemed. In making a determination as to whether redeemed Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. Each whole Share shall be entitled to one vote as deemed outstanding and carry any voting rights with respect to any matter on which it is such Shares were entitled to votevote prior to redemption, subject to applicable federal law, including the 1940 Act, the Trustees may, among other things, determine that Shares redeemed either before or after a date specified by the Trustees between the record date for such matter and each fractional Share shall be entitled to a proportionate fractional vote. The vote necessary to approve any the meeting date for such matter shall be set forth in deemed outstanding and retain voting rights, which determination may be made for any reason including that it would not be reasonably practicable to obtain a quorum if all of the BylawsShares redeemed after the record date for such matter and before the voting date no longer were deemed outstanding and carried any voting rights.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iii) approve the termination of the Trust or any Portfolio or Class, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's ’s domicile or form of organization or form of statutory trust; (viv) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's ’s domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (viv) approve any amendment to this Article VI, Section 6.1; and (viivi) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Agreement law or any of the Bylaws of the Trust to Governing Instrument that may be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The Provisions relating to meetings, quorum, required vote, record date and other matters relating to Shareholder voting rights are as provided in the Bylaws. Shareholders shall not be entitled to cumulative voting in the election of Trustees or on any other matter. Only Record Owners shall have the power to cast a vote necessary at a meeting of Shareholders subject to approve any such matter shall be the voting provisions set forth in the BylawsGoverning Instrument. Beneficial owners of Shares who are not Record Owners shall not be entitled to cast a vote at a meeting of Shareholders but shall be entitled to provide voting instructions to corresponding Record Owners, subject to any limitations imposed by applicable law.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trusteesfor the election of Trustees as provided in Article IV, provided Section 1, of this Declaration of Trust; PROVIDED, HOWEVER, that a no meeting of Shareholders has been is required to be called for that purpose; the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) remove Trusteesfor the removal of Trustees as provided in Article IV, provided that a meeting of Shareholders has been called for that purpose; Section 6, (iii) approve with respect to any Manager as provided in Article IV, Section 5, (iv) with respect to any amendment of this Declaration of Trust as provided in Article IX, Section 8, (v) with respect to the termination of the Trust or any Portfolio or Classa series of Shares as provided in Article IX, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any Section 5, and (vi) with respect to such termination, unless, as of the date on which the Trustees have determined additional matters relating to so terminate the Trust as may be required by law, by this Declaration of Trust, or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets By-Laws of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory trust; (v) approve the merger or consolidation registration of the Trust with the Commission or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Truststate, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereonconsider desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to votevote (except that in the election of Trustees said vote may be cast for as many persons as there are Trustees to be elected), and each fractional Share shall be entitled to a proportionate fractional vote. The Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote necessary of Shareholders, all Shares of the Trust then entitled to approve any such matter vote shall be set forth voted in the Bylawsaggregate as a single class without regard to series or classes of Shares, except (i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Shares shall be voted by individual series or class and (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Shares of any series or class are issued and outstanding, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any By-Laws of the Trust to be taken by Shareholders.

Voting Powers. The Shareholders shall have power to vote only to: with respect to (i1) elect Trusteesthe election of Trustees as provided in Article III, Section 3.6, (2) the removal of a Trustee as provided that a meeting of Shareholders has been called for that purpose; in Article III, Section 3.3(d), (ii3) remove Trusteesany investment advisory contract to the extent required by the 1940 Act, provided that a meeting of Shareholders has been called for that purpose; (iii4) approve the termination of the Trust or any a Portfolio or ClassClass thereof as provided in Article IX, Section 9.3, (5) amendment of this Agreement only as provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such terminationin Article IX, unlessSection 9.7, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv6) approve the sale or other transfer of all or substantially all the assets of the Trust or belonging to any Portfolio or ClassPortfolio, unless the primary purpose of such sale or other transfer is to change the Trust's domicile or form of organization or form of statutory business trust; (v7) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio a series or Class of the Trustportfolio thereof, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory business trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio series or Class portfolio thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve 8) such additional matters relating to the Trust as may be required by law or as the Trustees, in their sole discretion, shall determineTrustees may consider desirable. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take make any action required or permitted by law, this Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The vote necessary to approve any such matter shall be set forth in this Agreement or in the Bylaws.

Voting Powers. The Shareholders shall have power to vote ------------- only to: (i) elect Trusteesfor the election of Trustees as provided in Section 1 of Article IV, provided provided, however, that a no meeting of Shareholders has been is required to be called for that purposethe purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders; (ii) remove Trustees, for the removal of Trustees as provided that a meeting in Section 6 of Shareholders has been called for that purposeArticle IV; (iii) approve with respect to any investment manager or advisor as provided in Section 5 of Article IV; (iv) with respect to any amendment of this Declaration of Trust as provided in Section 8 of Article X; (v) with respect to the termination of the Trust or any Portfolio a Series or Class, Class of Shares as provided that the Trustees have called a meeting in Section 4 of the Shareholders for the purpose of approving any Article X; and (vi) with respect to such termination, unless, as of the date on which the Trustees have determined additional matters relating to so terminate the Trust as may be required by law, by this Declaration of Trust, or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets By-Laws of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory trust; (v) approve the merger or consolidation registration of the Trust with the Commission or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Truststate, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereonconsider desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to votevote (except that in the election of Trustees said vote may be cast for as many persons as there are Trustees to be elected), and each fractional Share shall be entitled to a proportionate fractional vote. The vote necessary to approve any such matter There shall be set forth no cumulative voting in the Bylawselection of Trustees. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to Series or Classes of Shares, except (i) when required by the 1940 Act or when the Trustees have determined that the matter affects one or more Series or Classes differently, Shares shall be voted by individual Series or Class, and (ii) when the Trustees have determined that the matter affects only the interests of one or more Series or Classes, only Shareholders of such Series or Classes shall be entitled to vote thereon. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Shares of any Series or Class are issued and outstanding, the Trustees may exercise with respect to such Series or Class all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws of the Trust to be taken by Shareholders.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trusteesfor the election or removal of Trustees as provided in Section 4.1, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trusteeswith respect to any Adviser as provided in Section 4.6, provided that a meeting of Shareholders has been called for that purpose; (iii) approve with respect to any termination of this Trust or any series to the termination extent and as provided in Section 9.4, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Section 9.7, (v) to the same extent as the shareholders of an Ohio 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 Portfolio or Classthe Shareholders, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment with respect to this Article VI, Section 6.1; and (vii) approve such the additional matters relating to the Trust as may be required by law the Trust Act or other law, this Declaration of Trust, the By-Laws, or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share 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 the aggregate; except (1) when required by the 1940 Act, Shares shall be voted by individual series and not in the aggregate; and (2) when the Trustees have determined that the matter affects only the interests of one or more series, then only Shareholders of such series shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees, . Shares may be voted in their sole discretion, person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall determinebe valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by the Trust Act or permitted by other law, this Agreement Declaration of Trust, or any of the Bylaws of the Trust By-Laws to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The vote necessary to approve any such matter shall be set forth in the Bylaws.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trusteesfor the election of Trustees as provided in Article IV, provided that a meeting of Shareholders has been called for that purpose; Section 1, (ii) remove Trusteeswith respect to any amendment of this Declaration of Trust to the extent and as provided in Article VIII, provided that a meeting of Shareholders has been called for that purpose; Section 8, (iii) approve to the extent provided in Article III, Section 9 as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iv) with respect to the termination of the Trust or any Portfolio Series or Classclass to the extent and as provided in Article VIII, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such terminationSection 4, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory trust; (v) approve to remove Trustees from office to the merger or consolidation of the Trust or any Portfolio or Class with extent and into another Company or with as provided in Article V, Section 7 and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment with respect to this Article VI, Section 6.1; and (vii) approve such additional matters relating to the Trust as may be required by law 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 Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights consider necessary or desirable. The number of Shareholders and may take any action required votes that each whole or permitted by law, this Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. Each whole fractional Share shall be entitled to one vote as to any matter on which it is entitled to vote, and each fractional Share vote shall be entitled to a proportionate fractional vote. The vote necessary to approve any such matter shall be set forth as specified in the Bylaws. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At any time when no Shares of a Series or class are outstanding the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, this Declaration of Trust or the Bylaws to be taken by the Shareholders thereof.

Voting Powers. The Shareholders shall have power to vote only to: (ia) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (iib) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iiic) approve the termination of the Trust or any Portfolio or Class, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (ivd) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's ’s domicile or form of organization or form of statutory trust; (ve) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (Ai) the primary purpose of such merger or consolidation is to change the Trust's ’s domicile or form of organization or form of statutory trust, or (Bii) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The vote necessary to approve any such matter shall be set forth in the Bylaws.;

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iii) approve the termination of the Trust or any Portfolio or Class, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory business trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory business trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares outstanding as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Trust Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The vote necessary to approve any such matter shall be set forth in the Bylaws.of

Voting Powers. Section 1. The Shareholders shall have power to vote only to: (i) elect Trusteesfor the election or removal of Trustees as provided in Article IV, provided Section 1 of this Declaration of Trust, PROVIDED, HOWEVER, that a no meeting of Shareholders has been is required to be called for that purpose; the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) remove Trusteeswith respect to any Manager or sub-adviser, provided that a meeting of Shareholders has been called for that purpose; to the extent required by the 1940 Act, (iii) approve with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 9 of this Declaration of Trust, (iv) with respect to certain matters to the extent and as provided in Article V, Section 6 of this Declaration of Trust, (v) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 6 of this Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or any Portfolio or Class, provided that if the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined exercise their right to so terminate the Trust or such Portfolio or Classpursuant to Article IX, there are fewer than 100 holders Section 6 of record this Declaration of Trust, and Shareholders shall have no right to vote with respect to the Trust or termination of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio a Series or Class of the TrustShares), unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; and (vi) approve any amendment with respect to this Article VI, Section 6.1; and (vii) approve such additional matters relating to the Trust as may be required by law law, this Declaration of Trust, the By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required consider necessary or permitted by law, this Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereondesirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote, vote and each fractional Share shall be entitled to a proportionate fractional vote. The On any matter submitted to a vote necessary of Shareholders, all Shares of the Trust then entitled to approve any such vote shall, except as otherwise provided in the By-Laws, be voted in the aggregate as a single class without regard to Series or Classes of Shares, except that (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more Series or Classes of Shares materially differently, Shares shall be set forth voted by individual Series or Class and (2) when the matter affects only the interests of one or more Series or Classes, only Shareholders of such Series or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the Bylawselection of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholder's name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action permitted or required of the Shareholders by law, this Declaration of Trust or the By-Laws.

Voting Powers. The Shareholders shall have power to vote only to: (ia) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (iib) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iiic) approve the termination of the Trust or any Portfolio or Class, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (ivd) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory trust; (ve) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (Ai) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory trust, or (Bii) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vif) approve any amendment to this Article VI, Section 6.1; and (viig) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Agreement or any of the Bylaws By-Laws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. All Shares shall be voted in the aggregate and not by Class; PROVIDED, HOWEVER, that to the extent Portfolio or Class voting is required by the 1940 Act, or otherwise directed by the Trustees, as to any such matter, Shares shall be voted by individual Portfolio or Class. No holder of Shares of any Portfolio or Class shall be entitled to vote on any acquisition of assets of another Company with and into the Trust if the consideration for such acquisition consists solely of the Shares of another Portfolio or Class of the Trust. The vote necessary to approve any such matter shall be set forth in the BylawsBy-Laws.

Voting Powers. The Shareholders shall have power to vote only to: with respect to (i1) elect Trusteesthe election of Trustees as provided in Article III, Section 3.6, (2) the removal of a Trustee as 3 provided that a meeting of Shareholders has been called for that purpose; in Article III, Section 3.3(d), (ii3) remove Trusteesany investment advisory contract to the extent required by the 1940 Act, provided that a meeting of Shareholders has been called for that purpose; (iii4) approve the termination of the Trust or any a Portfolio or ClassClass thereof as provided in Article IX, Section 9.3, (5) amendment of this Agreement only as provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such terminationin Article IX, unlessSection 9.7, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv6) approve the sale or other transfer of all or substantially all the assets of the Trust or belonging to any Portfolio or ClassPortfolio, unless the primary purpose of such sale or other transfer is to change the Trust's domicile or form of organization or form of statutory business trust; (v7) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio a series or Class of the Trustportfolio thereof, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory business trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio series or Class portfolio thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve 8) such additional matters relating to the Trust as may be required by law or as the Trustees, in their sole discretion, shall determineTrustees may consider desirable. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take make any action required or permitted by law, this Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The vote necessary to approve any such matter shall be set forth in this Agreement or in the Bylaws.. The Registrant's By-Laws provide as follows:

Voting Powers. The Shareholders Interestholders shall have power to vote only to: (i) elect Trusteesfor the election of Trustees as provided in Article IV, provided Section 1, of this Declaration of Trust; provided, however, that a no meeting of Shareholders has been Interestholders is required to be called for that purpose; the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Interestholders, (ii) remove Trusteesfor the removal of Trustees as provided in Article IV, provided that a meeting of Shareholders has been called for that purpose; Section 6, (iii) approve with respect to any Manager as provided in Article IV, Section 5, (iv) with respect to any amendment of this Declaration of Trust as provided in Article X, Section 8, (v) with respect to the termination of the Trust or any Portfolio a series or Classclass of Interests as provided in Article X, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any Section 4, and (vi) with respect to such termination, unless, as of the date on which the Trustees have determined additional matters relating to so terminate the Trust as may be required by law, by this Declaration of Trust, or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets By-Laws of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory trust; (v) approve the merger or consolidation registration of the Trust with the Commission or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Truststate, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereonconsider desirable. Each whole Share Interest shall be entitled to one vote as to any matter on which it is entitled to votevote (except that in the election of Trustees said vote may be cast for as many persons as there are Trustees to be elected), and each fractional Share Interest shall be entitled to a proportionate fractional vote. The Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote necessary of Interestholders, all Interests of the Trust then entitled to approve any such matter vote shall be set forth voted in the Bylawsaggregate as a single class without regard to series or classes of Interests, except (i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Interests shall be voted by individual series or class and (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes then only Interestholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Interests may be voted in person or by proxy. A proxy with respect to Interests held in the name of two or more persons shall be valid if executed by any one of them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of an Interestholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Interests of any series or class are issued and outstanding, the Trustees may exercise with respect to such series or class all rights of Interestholders and may take any action required by law, this Declaration of Trust or any By-Laws of the Trust to be taken by Interestholders.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iii) approve the termination of the Trust or any Portfolio or Class, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory business trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory business trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares outstanding as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Trust Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The vote necessary to approve any such matter shall be set forth in the Bylaws.shall

Voting Powers. The Shareholders shall have power to vote only to: (ia) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iii) approve the termination of the Trust or any Portfolio or Class, provided that the Trustees have called a meeting of the Shareholders for the purpose election of approving any such terminationTrustees as provided in Article III, unlessSection 3.01 hereof, (b) for the removal of Trustees as of the date on which the Trustees have determined provided in Article III, Section 3.03(d) hereof, (c) with respect to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares an investment advisory contract as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this provided in Article VI, Section 6.1; Sections 6.01 and 6.06 hereof, if required under the 1940 Act, and (viid) approve with respect to such additional matters relating to the Trust as may be required by law law, by this Declaration of Trust, or the Bylaws or any registration of the Trust with the Commission or any State, or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Agreement or any of the Bylaws of the Trust to be taken by Shareholdersconsider desirable. On any matter submitted to a vote of the Shareholders, all Shares shall be voted togetherseparately by individual Series, except (i) when required by applicable law or the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; and (ii) when the Trustees have determined that the matter affects the interests of more than one or more Portfolios (or Classes)Series, then only the Shareholders of all such affected Portfolios (or Classes) Series shall be entitled to vote thereon. The Trustees may also determine that a matter affects only the interests of one or more classes of a Series, in which case any such matter shall be voted on by such class or classes. 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. The vote necessary to approve any such matter There shall be set forth no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the Bylaws. A proxy may be given in writing. The Bylaws may provide that proxies may also, or may instead, be given by any electronic or telecommunications device or in any other manner. Notwithstanding anything else herein or in the Bylaws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Declaration of Trust or any of the Bylaws of the Trust to be taken by Shareholders.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iii) approve the termination of the Trust or any Portfolio or Class, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory business trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory business trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares outstanding as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Trust Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. Each whole Share shall entitle the holder thereof to one vote for each dollar (and each fractional dollar thereof) of net asset value (number of Shares owned times net asset value per share) of Shares outstanding in such holder’s name on the books of the Trust, irrespective of the Portfolio or Class thereof, and all Shares shall be voted in the aggregate and not by Class; provided, however, that to the extent Portfolio or Class voting is required by the 1940 Act, or otherwise directed by the Trustees, as to any such matter, Shares shall be voted by individual Portfolio or Class. No holder of Shares of any Portfolio or Class shall be entitled to one vote as on any acquisition of assets of another corporation with and into the Trust if the consideration for such acquisition consists solely of the Shares of another Portfolio or Class of the Trust. The net asset value of a Share of any Portfolio or Class shall be determined by or in accordance with the determination of the Trustees, which is authorized to any matter on which it is entitled determine the methods to votebe used to value the assets of a Portfolio or Class, the amount and allocation of liabilities of the Trust to each Portfolio or Class, and each fractional Share shall be entitled to a proportionate fractional voteall other matters in connection therewith. The vote necessary to approve any such matter shall be set forth in the Bylaws.

Voting Powers. The Shareholders shall have power to vote ------------- only to: with respect to (ia) elect Trustees, the election of Trustees to the extent and as provided that a meeting in Section 4 of Shareholders has been called for that purposeArticle II; (iib) remove Trusteesthe removal of Trustees as provided in Article II, provided that a meeting of Shareholders has been called for that purposeSection 5(d); (iiic) approve the termination any matter required to be approved by Shareholders of the Trust or any Portfolio Series or Class, provided that Class thereof under the Trustees have called a meeting of the Shareholders for the purpose of approving 1940 Act; (d) any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record termination of the Trust or of such terminating Portfolio or Classto the extent and as provided in Article IX, Section 4; (ive) approve the sale amendment of all or substantially all this Declaration to the assets of the Trust or any Portfolio or Classextent and as provided in Article IX, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory trustSection 8; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (Af) the primary purpose of such merger or consolidation is -26- matters referred to change the Trust's domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this in Article VIIX, Section 6.112; and (viig) approve such additional matters relating to the Trust as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted authorized by law, this Agreement Declaration, or the By-laws or any of the Bylaws registration of the Trust to be taken by Shareholderswith the Commission or any State, or as the Trustees may consider desirable. On any matter submitted to a vote of the Shareholders, unless the Trustees determine otherwise, all Shares shall be voted togetherin the aggregate not by individual Series or Class, except (a) when required by the 1940 Act, other applicable law or the attributes applicable to any Series or Class, Shares shall be voted by individual Series or Class, and (b) when the Trustees have determined that the matter affects the interests of only one or more Portfolios (Series or Classes)Class, then only the Shareholders of all such affected Portfolios (Series or Classes) Classes shall be entitled to vote thereon. Each As determined by the Trustees without the vote or consent of Shareholders, on any matter submitted to a vote of Shareholders, either (i) each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote or (ii) each dollar of Net Asset Value (number of Shares owned times Net Asset Value per share of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. The vote necessary to approve any such matter There shall be set forth no cumulative voting in the Bylawselection of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-laws. The By-laws may provide that proxies may be given by any electronic or telecommunications device or in any other manner, but if a proposal by anyone other than the officers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration or the By-laws. Meetings of Shareholders (including meetings involving only the holders of Shares of one or more but less than all Series or Classes) may be called by the Trustees from time to time to be held at such place within or without the State of Delaware, and on such date as may be designated in the call thereof for the purpose of taking action upon any matter as to which the vote or authority of the Shareholders is required or permitted as provided in this Declaration. Special meetings of the Shareholders shall be called by the Trustees upon the written request of Shareholders owning at least a majority of the Shares outstanding and entitled to vote, except to the extent that a lesser percentage is prescribed by the 1940 Act. Notice thereof and record dates therefor shall be given and set as provided in the By-laws.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iii) approve the termination of terminate the Trust or any Portfolio or Class, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or of any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory business trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the TrustCompany, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory business trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares outstanding as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio portfolio or Class thereofclass, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Trust Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The vote necessary to approve any such matter shall be set forth in the Bylaws.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iii) approve the termination of the Trust or any Portfolio or Class, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory trust; (viv) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (viv) approve any amendment to this Article VI, Section 6.1; and (viivi) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Agreement law or any of the Bylaws of the Trust to Governing Instrument that may be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The Provisions relating to meetings, quorum, required vote, record date and other matters relating to Shareholder voting rights are as provided in the Bylaws. Shareholders shall not be entitled to cumulative voting in the election of Trustees or on any other matter. Only Record Owners shall have the power to cast a vote necessary at a meeting of Shareholders subject to approve any such matter shall be the voting provisions set forth in the BylawsGoverning Instrument. Beneficial owners of Shares who are not Record Owners shall not be entitled to cast a vote at a meeting of Shareholders but shall be entitled to provide voting instructions to corresponding Record Owners, subject to any limitations imposed by applicable law.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iii) approve the termination of the Trust or any Portfolio or Class, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unlessprovided further, that the Shareholders shall not have the power to vote if, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory business trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory business trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares outstanding as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; (vii) approve any of the transactions described in Section 6.2 of this Agreement, provided that the provisions of Section 6.2 apply to any such transaction; and (viiviii) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Trust Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. Each whole Share shall be entitled to one vote vote, as to any matter on which it is entitled to vote, and each fractional Share shall be entitled to a proportionate fractional voterate. The Unless otherwise provided in Section 6.2, the vote necessary to approve any such matter shall be set forth in the Bylaws.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iii) approve the termination of the Trust or any Portfolio or Class, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unlessprovided further, however, that Shareholders shall not have the power to vote on any such termination if, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's ’s domicile or form of organization or form of statutory trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's ’s domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The vote necessary to approve any such matter shall be set forth in the Bylaws.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trusteesfor the election of Trustees as provided in Article III, provided that a meeting of Shareholders has been called for that purpose; Section 3.01 hereof, (ii) remove Trusteesfor the removal of Trustees as provided in Article III, provided that a meeting of Shareholders has been called for that purpose; Section 3.02(d) hereof, (iii) approve with respect to any investment advisory or management contract as provided in Article VI, Sections 6.01 and 6.07 hereof to the termination of extent required by the Trust or any Portfolio or Class1940 Act, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; and (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is with respect to change the Trust's domicile or form of organization or form of statutory trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve such additional matters relating to the Trust as may be required by law law, by this Trust Instrument, or the By-Laws or any registration of the Trust with the Commission or any State, or as the TrusteesTrustees may consider necessary or desirable. On any matter submitted to a vote of the Shareholders, all Shares shall be voted separately by individual Series, except: (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; and (ii) when the Trustees have determined that the matter affects the interests of more than one Series, then the Shareholders of all such affected Series shall be entitled to vote thereon in the aggregate and not by individual Series. The Trustees also may determine that a matter affects only the interests of one or more classes of a Series, in their sole discretionwhich case any such matter shall be voted on separately by such class or classes. Each Share shall entitle the holder thereof to one vote for each dollar (and each fractional dollar thereof) of Net Asset Value (number of Shares owned times Net Asset Value per Share) of Shares outstanding in such holder's name on the books of the Trust. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Laws. A proxy may be given in writing. The By-Laws may provide that proxies may also, shall determineor may instead, be given by any electronic or telecommunications device or in any other manner. Notwithstanding anything else herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Agreement Trust Instrument or any of the Bylaws By-Laws of the Trust to be taken by Shareholders. On any matter submitted to a vote Meetings of the Shareholders, all Shares shareholders shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) called and notice thereof and record dates therefor shall be entitled to vote thereon. Each whole Share shall be entitled to one vote given and set as to any matter on which it is entitled to vote, and each fractional Share shall be entitled to a proportionate fractional vote. The vote necessary to approve any such matter shall be set forth provided in the BylawsBy-Laws.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trusteesfor the election of Trustees as provided in Article III, provided that a meeting of Shareholders has been called for that purpose; Section 3.01 hereof, (ii) remove Trusteesfor the removal of Trustees as provided in Article III, provided that a meeting of Shareholders has been called for that purpose; Section 3.02(d) hereof, (iii) approve with respect to any investment advisory or management contract as provided in Article VI, Sections 6.01 and 6.07 hereof to the termination of extent required by the Trust or any Portfolio or Class1940 Act, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; and (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is with respect to change the Trust's domicile or form of organization or form of statutory trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve such additional matters relating to the Trust as may be required by law law, by this Trust Instrument, or the By-Laws or any registration of the Trust with the Commission or any State, or as the TrusteesTrustees may consider necessary or desirable. On any matter submitted to a vote of the Shareholders, all Shares shall be voted separately by individual Series, except: (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; and (ii) when the Trustees have determined that the matter affects the interests of more than one Series, then the Shareholders of all such affected Series shall be entitled to vote thereon in the aggregate and not by individual Series. The Trustees also may determine that a matter affects only the interests of one or more classes of a Series, in their sole discretionwhich case any such matter shall be voted on separately by such class or classes. Each Share shall entitle the holder thereof to one vote for each dollar (and each fractional dollar thereof) of Net Asset Value (number of Shares owned times Net Asset Value per Share) of Shares outstanding in such holder’s name on the books of the Trust. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Laws. A proxy may be given in writing. The By-Laws may provide that proxies may also, shall determineor may instead, be given by any electronic or telecommunications device or in any other manner. Notwithstanding anything else herein or in the By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Agreement Trust Instrument or any of the Bylaws By-Laws of the Trust to be taken by Shareholders. On any matter submitted to a vote Meetings of the Shareholders, all Shares shareholders shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) called and notice thereof and record dates therefor shall be entitled to vote thereon. Each whole Share shall be entitled to one vote given and set as to any matter on which it is entitled to vote, and each fractional Share shall be entitled to a proportionate fractional vote. The vote necessary to approve any such matter shall be set forth provided in the BylawsBy-Laws.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trusteesfor the election of Trustees as provided in Article IV, provided Section 1 of the Declaration of Trust, PROVIDED, HOWEVER, that a no meeting of Shareholders has been is required to be called for that purpose; the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) remove Trusteeswith respect to any Manager or Sub-Adviser as provided in Article IV, provided that a meeting Section 6 of Shareholders has been called for that purpose; the Declaration of Trust to the extent required by the 1940 Act, (iii) approve with respect to any termination of this Trust to the termination extent and as provided in Article IX, Section 4 of the Declaration of Trust, (iv) with respect to any amendment of the Declaration of Trust to the extent and as provided in Article IX, Section 7 of the Declaration of Trust, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vi) with respect to such additional matters relating to the Trust as may be required by law, the Declaration of Trust, these Bylaws or any Portfolio registration of the Trust with the Commission (or Classany successor agency) or any state, provided that or as the Trustees may consider necessary or desirable. Shareholders holding at least 10% of the Trust's Shares shall have called the right to call a meeting to elect or remove one or more of the Shareholders for the purpose of approving any such termination, unless, as Trustees of the date Trust. Removal of one or more Trustees by Shareholder vote may be accomplished without a showing of cause. 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. The Shareholders of any particular series or class shall not be entitled to vote on any matters as to which such series or class is not affected. Except with respect to matters as to which the Trustees have determined to so terminate that only the Trust interests of one or such Portfolio more particular series are affected or Classas required by law, there are fewer than 100 holders of record all of the Trust Shares of each series or of such terminating Portfolio class shall, on matters as to which it is entitled to vote, vote with other series so entitled as a single class. Notwithstanding the foregoing, with respect to matters which would otherwise be voted on by two or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares more series as of a date selected by the Trusteessingle class, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve such additional matters as may be required by law or as the TrusteesTrustees may, in their sole discretion, submit such matters to the Shareholders of any or all such series, separately. There shall determinebe no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Agreement the Declaration of Trust or any of the these Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The vote necessary to approve any such matter shall be set forth in the Bylawsshareholders.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iii) approve the termination of the Trust or any Portfolio or Class, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unlessprovided further, however, that Shareholders shall not have the power to vote on any such termination if, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's ’s domicile or form of organization or form of statutory trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's ’s domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The vote necessary to approve any such matter shall be set forth in the Bylaws.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trusteesfor the election of Trustees as provided in Article IV, provided Section 1 of the Declaration of Trust, provided, however, that a no meeting of Shareholders has been is required to be called for that purpose; the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) remove Trusteeswith respect to any Manager or Sub-Adviser as provided in Article IV, Section 6 of the Declaration of Trust to the extent required by the 0000 Xxx, (xxx) with respect to any plan of distribution adopted by the Trustees with respect to one or more series or classes pursuant to Rule 12b-1 under the 1940 Act, (iv) with respect to any termination of this Trust to the extent and as provided that in Article IX, Section 4 of the Declaration of Trust, (v) with respect to any amendment of the Declaration of Trust to the extent and as provided in Article IX, Section 7 of the Declaration of Trust, (vi) to the same extent as the stockholders of a meeting of Shareholders has been called for that purpose; (iii) approve the termination 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 Portfolio or Classthe Shareholders, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve the removal, with or without cause, of a Trustee and (viii) with respect to such additional matters relating to the Trust as may be required by law law, the Declaration of Trust, these Bylaws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights consider necessary or desirable. Annual meetings of Shareholders and may take any action required or permitted by law, this Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when are not required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereonthese Bylaws. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote, vote and each fractional Share shall be entitled to a proportionate fractional vote. The Shareholders of any particular series or class shall not be entitled to vote necessary on any matters as to approve which such series or class is not affected. Except with respect to matters as to which the Trustees have determined that only the interests of one or more particular series or classes are affected or as required by law, all of the Shares of each series or class shall, on matters as to which such series or class is entitled to vote, vote with other series or classes so entitled as a single class. Notwithstanding the foregoing, with respect to matters which would otherwise be voted on by two or more series or classes as a single class, the Trustees may, in their sole discretion, submit such matters to the Shareholders of any or all such matter series or classes, separately. There will 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 set forth in valid if executed by any one of them unless at or prior to exercise of the Bylawsproxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. The placing of a Shareholder's name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take action required by law, the Declaration of Trust or these Bylaws to be taken by Shareholders.

Voting Powers. The Shareholders shall have power to vote only to: with respect to (i1) elect Trusteesthe election of Trustees as provided in Article III, Section 3.6, (2) the removal of a Trustee as provided that a meeting of Shareholders has been called for that purpose; in Article III, Section 3.3(d), (ii3) remove Trusteesany investment advisory contract to the extent required by the 1940 Act, provided that a meeting of Shareholders has been called for that purpose; (iii4) approve the termination of the Trust or any a Portfolio or ClassClass thereof as provided in Article IX, Section 9.3, (5) amendment of this Agreement only as provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such terminationin Article IX, unlessSection 9.7, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv6) approve the sale or other transfer of all or substantially all the assets of the Trust or belonging to any Portfolio or ClassPortfolio, unless the primary purpose of such sale or other transfer is to change the Trust's domicile or form of organization or form of statutory business trust; (v7) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio a series or Class of the Trustportfolio thereof, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory business trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio series or Class portfolio thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve 8) such additional matters relating to the Trust as may be required by law or as the Trustees, in their sole discretion, shall determineTrustees may consider desirable. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take make any action required or permitted by law, this Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The vote necessary to approve any such matter shall be set forth in this Agreement or in the Bylaws.. The Registrant's By-Laws provide as follows:

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iii) approve the termination of the Trust or any Portfolio or Class, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's ’s domicile or form of organization or form of statutory trust; (viv) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's ’s domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (viv) approve any amendment to this Article VI, Section 6.1; and (viivi) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Agreement law or any of the Bylaws of the Trust to Governing Instrument that may be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The Provisions relating to meetings, quorum, required vote, record date and other matters relating to Shareholder voting rights are as provided in the Bylaws. Shareholders shall not be entitled to cumulative voting in the election of Trustees or on any other matter. Only Record Owners shall have the power to cast a vote necessary at a meeting of Shareholders subject to approve any such matter shall be the voting provisions set forth in the BylawsGoverning Instrument. Beneficial owners of Shares who are not Record Owners shall not be entitled to cast a vote at a meeting of Shareholders but shall be entitled to provide voting instructions to corresponding Record Owners, subject to any limitations imposed by applicable law.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iii) approve the termination of the Trust or any Portfolio or Class, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory business trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory business trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares outstanding as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Trust Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. Each whole Share shall entitle the holder thereof to one vote for each dollar (and each fractional dollar thereof) of net asset value (number of Shares owned times net asset value per share) of Shares outstanding in such holder's name on the books of the Trust, irrespective of the Portfolio or Class thereof, and all Shares shall be voted in the aggregate and not by Class; provided, however, that to the extent Portfolio or Class voting is required by the 1940 Act, or otherwise directed by the Trustees, as to any such matter, Shares shall be voted by individual Portfolio or Class. No holder of Shares of any Portfolio or Class shall be entitled to one vote as on any acquisition of assets of another corporation with and into the Trust if the consideration for such acquisition consists solely of the Shares of another Portfolio or Class of the Trust. The net asset value of a Share of any Portfolio or Class shall be determined by or in accordance with the determination of the Trustees, which is authorized to any matter on which it is entitled determine the methods to votebe used to value the assets of a Portfolio or Class, the amount and allocation of liabilities of the Trust to each Portfolio or Class, and each fractional Share shall be entitled to a proportionate fractional voteall other matters in connection therewith. The vote necessary to approve any such matter shall be set forth in the Bylaws.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iii) approve the termination of the Trust or any Portfolio or Class, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or ClassClass and provided, further, that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination; (iv) approve the sale of all or substantially all the assets of the Trust or of any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory business trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the TrustCompany, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory business trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares outstanding as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio portfolio or Class thereofclass, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Trust Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The vote necessary to approve any such matter shall be set forth in the Bylaws.

Voting Powers. The Shareholders shall have power to vote only to: (i) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (ii) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iii) approve the termination of the Trust or any Portfolio or Class, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or ClassTrust, unless the primary purpose of such sale is to change the Trust's ’s domicile or form of organization or form of statutory trust; (viv) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the TrustCompany, unless (A) the primary purpose of such merger or consolidation is to change the Trust's ’s domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (viv) approve any amendment to this Article VI, Section 6.1; and (viivi) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Agreement law or any of the Bylaws of the Trust to Governing Instrument that may be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. The vote necessary to approve any such matter shall be set forth in the Bylaws. Shareholders shall not be entitled to cumulative voting in the election of Trustees or on any other matter. Only Record Owners shall have the power to cast a vote at a meeting of Shareholders subject to the voting provisions set forth in the Governing Instrument. Beneficial owners of Shares who are not Record Owners shall not be entitled to cast a vote at a meeting of Shareholders but shall be entitled to provide voting instructions to corresponding Record Owners, subject to any limitations imposed by applicable law.

Voting Powers. The Subject to the provisions of Article III, Section 7(d), Shareholders shall have power to vote only to: (i) elect Trusteesfor the election or removal of Trustees as provided in Article IV, provided that a meeting of Shareholders has been called for that purpose; Section 1, and (ii) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iii) approve the termination of the Trust or any Portfolio or Class, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined with respect to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (iv) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this Article VI, Section 6.1; and (vii) approve such additional matters relating to the Trust as may be required by law this Declaration of Trust, the By-Laws, the 1940 Act or any registration statement of the Trust filed with the Commission (or any successor agency) or any state, or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required consider necessary or permitted by law, this Agreement or any of the Bylaws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereondesirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote, vote and each fractional Share shall be entitled to a proportionate fractional vote as to any matter on which it is entitled to vote. The vote necessary to approve any such matter There shall be set forth no cumulative voting in the Bylawselection of Trustees. To the extent that the 1940 Act or Delaware law is amended by rule, regulation, order, or no-action letter to eliminate or limit Shareholders' right to vote on any specific matter, the Shareholders' right to vote shall be deemed to be amended, modified or interpreted in accordance therewith without further approval by the Trustees or the Shareholders. Shares may be voted in person or by proxy or by any manner authorized by the Trustees. Unless the Trustees declare otherwise, proxies may be given by any electronic or telecommunications device, including telefax, telephone or through the Internet or any other means permissible under the Delaware Act, but if a proposal by anyone other than the officers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees, Shares may be voted only in person or by written proxy unless the Trustees specifically authorize other permissible methods of transmission. Until Shares of a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, or this Declaration of Trust or the By-Laws. A proxy with respect to Shares held in the name of two or more Persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.

Voting Powers. The Subject to the voting rights established with respect to a particular Class in the By-Laws or the resolutions establishing such Class, the Shareholders shall have power to vote only to: with respect to (ia) elect Trustees, the election of Trustees as provided that a meeting in Section 2 of Shareholders has been called for that purposethis Article; (iib) remove Trusteesthe removal of Trustees as provided in Article II, provided that a meeting of Shareholders has been called for that purposeSection 5(a); (iiic) approve any investment advisory or management contract to the termination extent required by the 1940 Act; (d) the amendment of this Declaration to the extent and as provided in Article X, Section 10; (e) the conversion of the Trust or any Portfolio or Classto an open-end investment company to the extent provided in Article IX, provided that Section 5; (f) the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record reorganization of the Trust or of such terminating Portfolio or Classto the extent provided in Article IX, Section 6; (ivg) to approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is a transaction subject to change the Trust's domicile or form of organization or form of statutory trust; (v) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory trust, or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vi) approve any amendment to this Article VIIX, Section 6.1; 7, and (viih) approve such additional matters relating to the Trust as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted authorized by law, this Agreement Declaration, or the By-Laws or any of the Bylaws registration of the Trust to be taken by Shareholderswith the Commission or any State, or as the Trustees may consider desirable. On any matter submitted to a vote of the Shareholders, all Shares shall be voted togetherby individual Series or Class, except (a) as provided with respect to a particular Class in the By-Laws or the resolutions establishing such Class, (b) when required by applicable law the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (c) when the Trustees have determined that the matter affects the interests of more than one Series or more Portfolios (or Classes)Class, then only the Shareholders of all such affected Portfolios (Series or Classes) Classes shall be entitled to vote thereon. Each As determined by the Trustees without the vote or consent of shareholders and except as provided with respect to a particular Class in the By-Laws or the resolutions establishing such Class, on any matter submitted to a vote of Shareholders either (i) each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote or (ii) each dollar of net asset value (number of Shares owned times net asset value per share of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. The vote necessary to approve any such matter There shall be set forth no cumulative voting in the Bylawselection of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Laws. The By-Laws may provide that proxies may be given by any electronic or telecommunications device or in any other manner, but if a proposal by anyone other than the officers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration or the By-Laws. Meetings of Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the By-Laws.

Voting Powers. The Shareholders shall have power to vote only to: (ia) elect Trustees, provided that a meeting of Shareholders has been called for that purpose; (iib) remove Trustees, provided that a meeting of Shareholders has been called for that purpose; (iiic) approve the termination of the Trust or any Portfolio or Class, provided that the Trustees have called a meeting of the Shareholders for the purpose of approving any such termination, unless, as of the date on which the Trustees have determined to so terminate the Trust or such Portfolio or Class, there are fewer than 100 holders of record of the Trust or of such terminating Portfolio or Class; (ivd) approve the sale of all or substantially all the assets of the Trust or any Portfolio or Class, unless the primary purpose of such sale is to change the Trust's domicile or form of organization or form of statutory trust; (ve) approve the merger or consolidation of the Trust or any Portfolio or Class with and into another Company or with and into any Portfolio or Class of the Trust, unless (Ai) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or form of statutory trust, or (Bii) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Portfolio or Class will have a majority of the outstanding shares of the surviving Company or Portfolio or Class thereof, as the case may be; (vif) approve any amendment to this Article VI, Section 6.1; and (viig) approve such additional matters as may be required by law or as the Trustees, in their sole discretion, shall determine. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required or permitted by law, this Agreement or any of the Bylaws By-Laws of the Trust to be taken by Shareholders. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Trustees have determined that the matter affects the interests of one or more Portfolios (or Classes), then only the Shareholders of all such affected Portfolios (or Classes) shall be entitled to vote thereon. 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. All Shares shall be voted in the aggregate and not by Class; provided, however, that to the extent Portfolio or Class voting is required by the 1940 Act, or otherwise directed by the Trustees, as to any such matter, Shares shall be voted by individual Portfolio or Class. No holder of Shares of any Portfolio or Class shall be entitled to vote on any acquisition of assets of another Company with and into the Trust if the consideration for such acquisition consists solely of the Shares of another Portfolio or Class of the Trust. The vote necessary to approve any such matter shall be set forth in the Bylaws.By-Laws. Section 6.2