Common use of Voting Powers Clause in Contracts

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, 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 the Shareholders, and (vii) with respect to such additional matters relating to the Trust as may be required by 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 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, 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 Sxxxxx 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 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. Section 1. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act6, (iii) 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 Trust4, Article 11 hereto and Exhibit 1 hereto (for the avoidance of any doubt, Shareholders shall have no separate right to vote iv) with respect to the termination any merger, consolidation or sale of assets of the Trust or a series or class of Shares if to the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of extent and as provided in Article IX, Section 4 of the Declaration of Trust)5, (v) with respect to any conversion of the Trust as provided in Article IX, Section 6, (vi) with respect to any amendment of the this 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 hereto9, (vivii) 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 (viiviii) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these the Bylaws 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, 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 Sxxxxx 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 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 this 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 classShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 amendment 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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 IXVIII, Section 7 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto8, (viiii) 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 Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (viivi) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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 share (or fractional share) outstanding on the record date established in accordance with the By-Laws shall be entitled to one vote as to a number of votes on any matter on which it is entitled to vote and each equal to the net asset value of the share (or fractional Share shall 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 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 Shares10.5 votes). 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 Sxxxxx 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 At any time when no Shares of a particular Series or class or series are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, the this Declaration of Trust or these Bylaws the By-Laws to be taken by the 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 classthereof.

Voting Powers. The Subject to the provisions of Article III, Section 7(d), Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, 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 the Shareholders1, and (viiii) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws the By-Laws, the 1940 Act or any registration statement of the Trust filed with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider 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, except vote 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 to any matter on which it is entitled to vote shall be voted in the aggregate as a single class without regard to classes or series of Sharesvote. There shall be no cumulative voting in the election 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 proxyproxy 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 Sxxxxx Shares held in the name of two or more persons 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 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 shall have power to vote only (ia) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (vb) with respect to any amendment of the this Declaration of Trust to the extent and as provided in Article IXVIII, Section 7 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto11, (vic) 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, (d) with respect to the termination, merger, consolidation, reorganization or sale of assets of the Trust or any Series or Class to the extent and as provided in Article VIII, (e) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (viif) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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 A Shareholder of each Series or Class shall be entitled to one vote as to for each dollar of net asset value (number of shares owned times net asset value per share) of such Series or Class thereof, on any matter on which it such Shareholder is entitled to vote vote, and each fractional Share dollar amount 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 Sxxxxx 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 At any time when no Shares of a particular class Series or series Class are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series or Class with respect to matters affecting that Series or Class and may with respect to that Series or Class take any action required by law, the this Declaration of Trust or these Bylaws the By-Laws to be taken by the 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 classthereof.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, Section 2.13; (ii) with respect to any Manager or sub-adviser as provided in Article IV, investment advisory contract entered into pursuant to Section 8 of the Declaration of Trust 3.2 submitted to the extent required by the 1940 Act, shareholders for their approval; (iii) with respect to certain transactions and other matters termination of the Trust or a Series or Class thereof 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, Section 8.2; (iv) with respect to any termination amendment of this Declaration to the limited extent and as provided in Section 8.3; (v) with respect to a merger, consolidation or sale of assets to the extent and as provided in Section 8.4; (vi) with respect to incorporation of the Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto 8.5; (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, Article 11 hereto and Exhibit 1 hereto, (vivii) 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 a Series thereof or the ShareholdersShareholders of either in accordance with Section 2.11; (viii) with respect to any plan adopted pursuant to Rule 12b-1 (or any successor rule) under the 1940 Act, and related matters; and (viiix) with respect to such additional matters relating to the Trust as may be required by lawthis Declaration, the Declaration of Trust, these Bylaws By-laws or any registration of the Trust as an investment company under the 1940 Act with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. 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 votevote or (ii) each dollar of net asset value (number of Shares owned times net asset value per share of such Series or Class, 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 applicable) shall be entitled to one vote on any matter on which such Shares of the Trust then are entitled to vote and each fractional dollar amount shall be voted entitled to a proportionate fractional vote. The Trustees may, in conjunction with the aggregate as a single class without regard to classes establishment of any further Series or series any Classes of Shares, establish conditions under which the several Series or Classes of Shares shall have separate voting rights or no voting rights. 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 Sxxxxx 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 of a particular class or series are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration or the Declaration of Trust or these Bylaws By-laws to be taken by Shareholders as to such class or seriesShareholders. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued The By-laws may include further provisions for Shareholders’ votes and outstanding, including, without limitation, the APS meetings and the RVMTP Shares, shall be treated as a single classrelated matters.

Voting Powers. The Shareholders shall have power the right to vote only (i) for on matters as expressly required under the election 1940 Act or removal of Trustees as provided in Article IV, Sections 1 and 3 of under the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Delaware Act. This Declaration of Trust shall not confer any independent right to Shareholders to vote for any matter, including the extent required by the 1940 Actcreation, (iii) with respect to certain transactions and other matters to the extent and as provided in Article Voperation, Sections 2 and 3 dissolution, or termination 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, . The Shareholders shall have no separate the right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, 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 the Shareholders, and (vii) with respect to such additional other matters relating to the Trust as may be required by 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 only as the Trustees may consider necessary desirable, and so authorize. To the extent that the 1940 Act or desirableDelaware 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. 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 Sxxxxx Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to the 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. Unless the Trustees declare otherwise, proxies may be given by any electronic or telecommunications device, including telefax, telephone or through the Internet, 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 particular class or series Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required by law, the Declaration of Trust or these Bylaws permitted to be taken by Shareholders as to such class by law, 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 classDeclaration.

Voting Powers. The Section 1. Subject to the voting powers of one or more series or classes of Shares as set forth in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election or of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (iiiii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 hereto6, (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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust)4, (v) with respect to any merger, consolidation or sale of assets of the Trust to the extent and as provided in Article IX, Section 5, (vi) with respect to any conversion of the Trust to the extent and as provided in Article IX, Section 6, (vii) with respect to any amendment of the this 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 hereto9, (viviii) 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 (viiix) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these the Bylaws 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, except as otherwise provided in the . Notwithstanding any other provision of this Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration on any matter submitted to a vote 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 lawShareholders, all Shares of the Trust then entitled to vote shall shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or 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 Sxxxxx 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 of a particular any series or class or series are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, the this Declaration of Trust or these the Bylaws to be taken by Shareholders as to such class series 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 shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or and (y) of 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, 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 the Shareholders, and (vii) with respect to such additional matters relating to the Trust as may be required by 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 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, 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 Sxxxxx 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 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 shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 amendment 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, Article 11 hereto and Exhibit 1 hereto8, (viiii) 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 Series or Class to the extent and as provided in Article IX, Section 4, and (viiv) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these the Bylaws 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, 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 Sxxxxx 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 At any time when no Shares of a particular class Series or series Class are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series or Class with respect to matters affecting that Series or Class and may with respect to that Series or Class take any action required by law, the this Declaration of Trust or these the Bylaws to be taken by the 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 classthereof.

Voting Powers. The Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, 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 should, or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, (iii) with respect to the termination of the Trust or any Series or class to the extent and as provided in Article VIII, Section 4, and (viiiv) with respect to such additional matters relating to the Trust as may be required by 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 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, 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 Sxxxxx 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 At any time when no Shares of a particular Series or class or series are issuedoutstanding, the Trustees may exercise all rights of Shareholders and may of that Series or class with respect to matters affecting that Series or class, take any action required by law, the this Declaration of Trust or these Bylaws the By-Laws, 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 classShareholders.

Voting Powers. The Subject to the provisions of Article III, Section 7(d), Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, 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 the Shareholders1, and (viiii) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws the By-Laws, the 1940 Act or any registration statement of the Trust filed with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider 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, except vote 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 to any matter on which it is entitled to vote shall be voted in the aggregate as a single class without regard to classes or series of Sharesvote. There shall be no cumulative voting in the election 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 proxyproxy 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, the Trustees may exercise all of the rights of the Shareholders of such Series with respect to the Trust or such particular Series required or permitted by law or this Declaration of Trust and the By-Laws to be taken by Shareholders. A proxy with respect to Sxxxxx 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 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 shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 amendment 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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 IXVIII, Section 7 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto8, (viiii) 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 Series or class to the extent and as provided in Article VIII, Section 4 and (viiv) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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, 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 Sxxxxx 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 At any time when no Shares of a particular Series or class or series are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series with respect to matters affecting that Series and may with respect to that Series take any action required by law, the this Declaration of Trust or these Bylaws the By-Laws 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 classShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto Trust and Exhibit Exhibits 1 and 2 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 Trust and Exhibit Exhibits 1 and 2 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 Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, Article 11 hereto Trust and Exhibit Exhibits 1 and 2 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 the Shareholders, and (vii) with respect to such additional matters relating to the Trust as may be required by 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 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, 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 by individual series except (i) when required by the 1940 Act, Shares shall be voted in the aggregate as a single class without regard to and not by individual series, (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes or series of Shares, then only Shareholders of such series or classes of Shares shall be entitled to vote thereon, and (iii) as otherwise provided in the Declaration of Trust, provided in these Bylaws, or required by applicable law. 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 Sxxxxx 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 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 VMTP Shares and the RVMTP Shares, shall be treated as a single class. Nothing in these Bylaws or the Declaration of Trust shall restrict the power of the Trustees to terminate any series or class of Shares by written notice to the Shareholders of such series or class, whether or not such Shareholders have voted (or are proposed to vote) with respect to a merger, reorganization, sale of assets, or similar transaction involving such series or class of Shares.

Voting Powers. The Shareholders shall have power to vote only with respect to (i1) for the election or removal of Trustees as provided in Article IVIII, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 3.5, (ii2) with respect to any Manager or sub-adviser the removal of a Trustee as provided in Article IVIII, Section 8 of the Declaration of Trust 3.2(d), (3) any investment advisory contract to the extent required by the 1940 Act, (iii4) with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 and 3 termination 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 or a Portfolio or Class thereof 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust)9.3, (v5) with respect to any amendment of the Declaration of Trust to the extent and this Agreement only as provided in Article IX, Section 7 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto9.7, (vi6) to the same extent as sale of all or substantially all 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 assets of the Trust or belonging to any Portfolio, unless the Shareholdersprimary purpose of such sale is to change the Trust's domicile or form of organization or form of business trust; (7) the merger or consolidation of the Trust or any Portfolio with and into another Company or a series or portfolio 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 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 will have a majority of the outstanding shares of the surviving Company or series or portfolio thereof, as the case may be; and (vii) with respect to 8) such additional matters relating to the Trust as may be required by 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, law or as the Trustees may consider necessary desirable. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may make any action required or desirablepermitted 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 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 vote, and each fractional Share shall be entitled to a proportionate fractional vote, except as otherwise provided . The vote necessary to approve any such matter shall be set forth in this Agreement or in the Declaration of Trust, these Bylaws, Bylaws or required by applicable law. Except as otherwise provided in the Declaration of Trust or in respect ; by resolution of the terms of a class of preferred shares of beneficial interest of Trustees if no vote is set forth for such matter in this agreement, the Trust as reflected in these Bylaws or required by under 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 Sxxxxx 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 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 shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 amendment 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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 IXVIII, Section 7 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto8, (viiii) to the same extent as the stockholders of a Massachusetts business corporation 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 Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 6 and (viivi) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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 The number of votes that each whole or fractional 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, except as otherwise provided specified 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 SharesBy-Laws. 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 Sxxxxx Xxxxxx 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 At any time when no Shares of a particular Series or class or series are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, the this Declaration of Trust or these Bylaws the By-Laws to be taken by the 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 classthereof.

Voting Powers. The Subject to the provisions of Article III, Section 6(d), the Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, Article 11 hereto and Exhibit 1 hereto, (vi) to the same extent as the stockholders of a Massachusetts California 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, (iii) with respect to the termination of the Trust or any Series to the extent and as provided in Article VIII, Section 4, and (viiiv) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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, 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 Sxxxxx 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 At any time when no Shares of a particular class or series Series are issuedoutstanding, the Trustees may exercise all rights of Shareholders and may of that Series with respect to matters affecting that Series, take any action required by law, the this Declaration of Trust or these Bylaws the By-Laws 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 classShareholders.

Voting Powers. The Section 1. Subject to the voting powers of one or more classes of shares as set forth in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election or of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (iiiii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 hereto6, (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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust)4, (v) with respect to any amendment of the this 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 hereto7, (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 the Shareholders, and (vii) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these the Bylaws 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, except as otherwise provided in the Declaration . On any matter submitted to a vote 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 lawShareholders, all Shares of the Trust then entitled to vote shall shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to classes or series of Shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more classes of Shares materially differently, Shares shall be voted by individual class; and (2) when the Trustees have determined that the matter affects only the interests of one or more classes, then only Shareholders of such 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 Sxxxxx 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 of a particular any class or series are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, the this Declaration of Trust or these the 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 classclasses.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to certain transactions and other matters to the extent and as provided in Article VIX, Sections 2 and 3 4 of the Declaration Declaration, provided, however, that no meeting of Trust, Article 11 hereto Shareholders is required to be called for the purpose of electing Trustees unless and Exhibit 1 heretountil such time as less than a majority of the Trustees have been elected by the shareholders, (ivii) with respect to any termination of this Trust to the extent and as provided in Article IXXIII, Section 4 1 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust)Declaration, (viii) with respect to any amendment of the Declaration of Trust to the extent and as provided in Article IXIV, Section 7 4 and Article XIII, Section 1 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoDeclaration, (viiv) with respect to any reorganization of the Trust as provided in Article XIII, Section 2 of the Declaration, (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 (viivi) with respect to such additional matters relating to the Trust as may be required by law, the Declaration of TrustDeclaration, these Bylaws By-laws, or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, 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 vote, and each fractional Share shall be entitled to a proportionate fractional vote, except as otherwise provided in the Declaration . On any matter submitted to a vote 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 lawShareholders, all Shares of the Trust then entitled to vote shall be voted by individual Class or Series, as the case may be, except (i) when required by the 1940 Act, Shares shall be voted in the aggregate as a single class without regard and not by individual Class or Series and (ii) when the Trustees have determined that the matter affects only the interests of one or more Class or Series, then only Shareholders of such Class or Series shall be entitled to classes or series of Sharesvote 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 Sxxxxx 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 exercise, and the burden 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 Declaration, or these Bylaws By-laws 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 classShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or and (y) of 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, 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 the Shareholders, and (vii) with respect to such additional matters relating to the Trust as may be required by 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 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, 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 Sxxxxx Xxxxxx 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 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 shall have power to vote only (i) for the election or of Trustees as provided in Article IV, Section 1, of this Declaration of Trust; PROVIDED, HOWEVER, that no meeting of Shareholders is required to be called for 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) for the removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 6, (iiiii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 hereto5, (iv) with respect to any termination amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust8, Article 11 hereto and Exhibit 1 hereto (for the avoidance of any doubt, Shareholders shall have no separate right to vote v) with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, 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 the Shareholders5, and (viivi) with respect to such additional matters relating to the Trust as may be required by law, the by this Declaration of Trust, these Bylaws or the By-Laws of the Trust 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 (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, except as otherwise provided in the . Notwithstanding any other provision of this Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration on any matter submitted to a vote 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 lawShareholders, 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 or series 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 Sxxxxx Shares held in the name of two or more persons shall be valid if executed by any one of them 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 Whenever no Shares of a particular any series or class or series are issuedissued 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, the this Declaration of Trust or these Bylaws any By-Laws of the Trust 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 classShareholders.

Voting Powers. The Subject to the provisions of Article III, Section 6(d), the Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, 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 the Shareholders, (iii) with respect to the termination of the Trust or any Series to the extent and as provided in Article VIII, Section 4, and (viiiv) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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, 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 Sxxxxx 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 At any time when no Shares of a particular class or series Series are issuedoutstanding, the Trustees may exercise all rights of Shareholders and may of that Series with respect to matters affecting that Series, take any action required by law, the this Declaration of Trust or these Bylaws the By-Laws, 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 classShareholders.

Voting Powers. The Shareholders shall have power to vote only (ia) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, Section 2.13; (iib) with respect to any Manager or sub-adviser as provided in Article IV, investment advisory contract entered into pursuant to Section 8 of the Declaration of Trust 3.2 submitted to the extent required by the 1940 Act, Shareholders for their approval; (iiic) with respect to certain transactions and other matters termination of the Trust or a Series or Class thereof as provided in Section 8.2; (d) with respect to any amendment of this Declaration to the limited extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, Section 8.3; (ive) with respect to any termination a merger, consolidation or sale of this assets as provided in Section 8.4; (f) with respect to incorporation of the Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto 8.5; (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, Article 11 hereto and Exhibit 1 hereto, (vig) 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 a Series thereof or the ShareholdersShareholders of either; (h) with respect to any plan adopted pursuant to Rule 12b-1 (or any successor rule) under the 1940 Act, and related matters; and (viii) with respect to such additional matters relating to the Trust as may be required by lawthis Declaration, the Declaration of Trust, these Bylaws By-laws or any registration of the Trust as an investment company under the 1940 Act with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each As determined by the Trustees without the vote or consent of Shareholders, on any matter submitted to a vote of Shareholders either (x) 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 votevote or (y) each dollar of net asset value (number of Shares owned times net asset value per Share of such Series or Class, 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 applicable) shall be entitled to one vote on any matter on which such Shares of the Trust then are entitled to vote and each fractional dollar amount shall be voted entitled to a proportionate fractional vote. The Trustees may, in conjunction with the aggregate as a single class without regard to classes establishment of any further Series or series any Classes of Shares, establish conditions under which the several Series or Classes of Shares shall have separate voting rights or no voting rights. 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 Sxxxxx 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 of a particular class or series are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration or the Declaration of Trust or these Bylaws By-laws to be taken by Shareholders as to such class or seriesShareholders. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued The By-laws may include further provisions for Shareholders’ votes and outstanding, including, without limitation, the APS meetings and the RVMTP Shares, shall be treated as a single classrelated matters.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 amendment 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, Article 11 hereto and Exhibit 1 hereto8, (viiii) 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 Series or class to the extent and as provided in Article IX, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (viivi) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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, 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 Sxxxxx 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 At any time when no Shares of a particular Series or class or series are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, the this Declaration of Trust or these Bylaws the By-Laws to be taken by the 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 classthereof.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or and (y) of 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, 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 the Shareholders, and (vii) with respect to such additional matters relating to the Trust as may be required by 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 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, 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 Sxxxxx 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 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 shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 amendment 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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 IXVIII, Section 7 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto8, (viiii) to the same extent as the stockholders of a Massachusetts business corporation 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 Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (viivi) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these the Bylaws 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 The number of votes that each whole or fractional 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, except as otherwise provided specified 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 Sxxxxx 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 At any time when no Shares of a particular Series or class or series are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, the this Declaration of Trust or these the Bylaws to be taken by the 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 classthereof.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 amendment 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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 IXVIII, Section 7 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto8, (viiii) 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 Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (viivi) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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 proportional 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 Sxxxxx 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 At any time when no Shares of a particular Series or class or series are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, the this Declaration of Trust or these Bylaws the By-Laws to be taken by the 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 classthereof.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 SECTIONS 4.1(c) and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto(e) hereof, (ii) with respect to any Manager or sub-adviser contract with a Contracting Party as provided in Article IV, Section 8 of the Declaration of Trust SECTION 5.2 hereof as to the extent which Shareholder approval is required by the 1940 Act, (iii) with respect to certain transactions and other matters any termination or reorganization of the Trust or any Portfolio to the extent and as provided in Article V, Sections 2 SECTIONS 9.1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto9.2 hereof, (iv) with respect to any termination amendment of this Trust Declaration 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust)SECTION 9.3 hereof, (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 any Portfolio, or the ShareholdersShareholders of any of them (PROVIDED, HOWEVER, that a Shareholder of a particular Portfolio shall not in any event be entitled to maintain a derivative or class action on behalf of any other Portfolio or the Shareholders thereof), and (viivi) with respect to such additional matters relating to the Trust as may be required by lawthe 1940 Act, this Declaration, the Declaration of Trust, these Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each whole Share If and to the extent that the Trustees shall determine that such action is required by law or by this Declaration, they shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Portfolio entitled to vote thereon; PROVIDED, that (i) when expressly required by the 1940 Act or by other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares of each Series whose holders are entitled to vote thereon; and (ii) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Portfolios (including without limitation any distribution plan pursuant to Rule 12b-1 under the 1940 Act applicable to any such Portfolio), then only the Shareholders of the Portfolios so affected shall be 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, 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 Sxxxxx 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 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 classthereon.

Voting Powers. The Shareholders shall have power to vote --------- ------------- only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser manager as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act8, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of the this Declaration of Trust to the extent and as provided in Article IXVIII, Section 7 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto9, (viiv) to the same extent as the stockholders of a Massachusetts Pennsylvania 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, (v) with respect to the termination of the Trust or any Series to the extent and as provided in Article VIII, Section 4, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any Series to the extent and as provided in Article VIII, Sections 6 and 7, hereof, and (vii) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these the Bylaws 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 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 Sxxxxx 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 exercise, and the burden of proving invalidity shall rest on the challenger. Until At any time when no Shares of a particular class or series Series are issuedoutstanding, the Trustees may exercise all rights of Shareholders of that Series with respect to matters affecting that Series and may may, with respect to that Series, take any action required by law, the this Declaration of Trust or these the 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 classShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees or the increase or decrease in the number of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 3.1 hereof, (ii) with respect to any Manager termination or sub-adviser as provided in Article IV, Section 8 reorganization of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 Sections 9.1 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust)9.2 hereof, (viii) with respect to any amendment of this Declaration or the Declaration of Trust to the extent and as provided in Article IX, Section 7 By-Laws of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (viiv) 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, (v) to the same extent as the stockholders of a Massachusetts business corporation with respect to the sale, exchange or other disposition of the assets of the Trust, and (viivi) with respect to such additional matters relating to the Trust as may be required by law, this Declaration or the Declaration of Trust, these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateBy-laws, or as the Trustees may consider necessary or desirable. Each whole Share matter required or permitted to be voted upon at a meeting or by written consent of Shareholders shall be entitled submitted to one a separate vote as to any matter on which it is of the outstanding Shares entitled to 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 Sharesthereon. 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 Sxxxxx 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 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 this Declaration of Trust or these Bylaws the By-laws 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 classShareholders.

Voting Powers. The Shareholders shall have power to vote only ---------- ------------- (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 amendment 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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 IXVIII, Section 7 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto8, (viiii) 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 Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (viivi) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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, 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 Sxxxxx 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 At any time when no Shares of a particular Series or class or series are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, the this Declaration of Trust or these Bylaws the By-Laws to be taken by the 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 classthereof.

Voting Powers. The Shareholders shall have power to vote only only: (iA) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, Section II.4 hereof; (iiB) with respect to any Manager investment advisory or sub-adviser as provided in Article IV, management contract entered into pursuant to Section 8 of the Declaration of Trust to the extent required by the 1940 Act, III.2 hereof; (iiiC) with respect to certain transactions and other matters the removal of Trustees pursuant to Section V.16 hereof; (D) with respect to any termination of the Trust, as provided in Section VIII.1 hereof; (E) with respect to any amendment of this Declaration 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, 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 the Shareholders, VIII.2 hereof; and (viiF) with respect to such additional matters relating to the Trust as may be required by law, this Declaration or the Declaration By-Laws or by reason of Trust, these Bylaws or any the registration of the Trust or the Shares with the Securities and Exchange Commission (or any successor agency) State or by any applicable law or any state, regulation or order of the Commission or any State or as the Trustees may consider necessary or desirable. On any matter submitted to a vote of Shareholders, all Shares issued and outstanding shall, subject to applicable law, be voted as a single class in the aggregate and not by Series, except with respect to: (i) any matter determined by the Trustees to affect the Shareholders of any particular Series in a material respect different from the Shareholders of other Series; and (ii) such matters as may be otherwise required by this Declaration or by the By-Laws or by reason of the registration of the Trust or the Shares of such Series with the Commission or any State or by any applicable law (including the 0000 Xxx) or any regulation or order of the Commission or any State or as the Trustees may consider necessary or desirable. With respect to such matters, the Shareholders of each affected Series shall have the power to vote as a separate Series or as a class of separate Series, as determined by the Trustees, and, if so determined by the Trustees, the other shareholders shall not be entitled to vote. Each whole Share shall be entitled to one vote as to any matter on which it is Shareholders are entitled to 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 Sxxxxx 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 of a particular class or series are issued, the Trustees may exercise all rights of Shareholders (including, without limitation, the right to amend this Declaration) and may take any action required by law, the By-Laws or this Declaration of Trust or these Bylaws to be taken by Shareholders as to such class or seriesShareholders. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued The By-Laws may include further provisions for Shareholders' votes and outstanding, including, without limitation, the APS and the RVMTP Shares, shall be treated as a single classrelated matters.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, 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 the Shareholders1, and (viiii) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws the By-Laws or any registration statement of the Trust filed with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider 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 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, 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 Sxxxxx 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. The By-Laws 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 contained 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 the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by written proxy at a meeting. Until Shares 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 this Declaration of Trust or these Bylaws the By-Laws 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 classShareholders.

Voting Powers. The Section 1. Subject to the voting powers of one or more classes or series of Shares as set forth in the By-Laws, the Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser Adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act7, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust)4, (viv) with respect to any amendment of the this 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 hereto7, (viv) 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 (viivi) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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, except as otherwise provided in the By-Laws. Notwithstanding any other provision of this Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration on any matter submitted to a vote 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 lawShareholders, all Shares of the Trust then entitled to vote shall shall, except as otherwise provided in the By-Laws or required by law, 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 Sxxxxx 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 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 this Declaration of Trust or these Bylaws the By-Laws 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 Voting Power and outstanding, including, without limitation, the APS and the RVMTP Shares, shall be treated as a single class.Meetings

Voting Powers. The Shareholders shall have power to vote only with respect to (ia) for the election or of Trustees as provided in Article II, Section 4; (b) the removal of Trustees as provided in Article IVII, Sections 1 and 3 Section 5(d); (c) any investment advisory or management contract entered into pursuant to Article III, Section 2, unless a shareholder vote is not required pursuant to the provisions of the Declaration of Trust1940 Act or any rule, Article 11 hereto and Exhibit 1 hereto, (ii) with respect to any Manager regulation or sub-adviser as provided in Article IV, Section 8 order of the Declaration of Trust to the extent required by the 1940 Act, Commission thereunder; (iiid) 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 the Trust to the extent and as provided in Article IX, Section 4 of 3; (e) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of the this 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 the Shareholders, 7; and (viif) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Declaration, or the Declaration of Trust, these Bylaws 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 On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or Class, except (a) when required by 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 Class, then the Shareholders of all such Series or Classes shall be entitled to vote together thereon. 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 votevote or (ii) each dollar of net asset value (number of Shares owned times net asset value per Share of such Series or Class, 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 applicable) shall be entitled to one vote on any matter on which such Shares of the Trust then are entitled to vote and each fractional dollar amount shall be voted in the aggregate as entitled to a single class without regard to classes or series of Sharesproportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Sxxxxx held or in any manner provided for in the name of two or more persons shall By-laws. The By-laws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior telecommunications device or in any other manner, but if a proposal by anyone other than the officers or Trustees is submitted to exercise a vote of the proxy the Trust receives a specific written notice to the contrary from Shareholders of any one of them. The placing of a Shareholder’s name on Series or Class, or if there is a proxy pursuant contest or proxy solicitation or proposal in opposition to telephonic any proposal by the officers or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized Trustees, Shares may be voted only in person or 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 challengerwritten proxy. Until Shares of a particular class or series Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required by law, the Declaration of Trust or these Bylaws permitted to be taken by Shareholders as to such class by law, this Declaration or seriesthe By-laws. For purposes Meetings 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, Shareholders shall be treated called and notice thereof shall be given as a single classprovided in the By-laws.

Voting Powers. The Shareholders Section 1. Subject to the voting powers of one or more classes or series of Shares as set forth in this Declaration of Trust or in the Bylaws, the Shareholder shall have power to vote only (i) for the election or of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (iiiii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 hereto6, (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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust)4, (v) with respect to any merger, consolidation or sale of assets of the Trust to the extent and as provided in Article IX, Section 5, (vi) with respect to any conversion of the Trust as provided in Article IX, Section 6, (vii) with respect to any amendment of the this 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 hereto9, (viviii) 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 (viiix) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these the Bylaws 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, except as otherwise provided in the . Notwithstanding any other provision of this Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration on any matter submitted to a vote 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 lawShareholders, all Shares of the Trust then entitled to vote shall shall, except as otherwise provided in the Bylaws, 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 Sxxxxx 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 shares of a particular any class or series are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, the this Declaration of Trust or these the 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 Subject to the provisions of Article III, Section 6(d), the Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, 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 the Shareholders, (iii) with respect to the termination of the Trust or any Series to the extent and as provided in Article VIII, Section 4, and (viiiv) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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, 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 Sxxxxx Shares held in is 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 At any time when no Shares of a particular class or series Series are issuedoutstanding, the Trustees may exercise all rights of Shareholders and may of that Series with respect to matters affecting that Series, take any action required by law, the this Declaration of Trust or these Bylaws the By-Laws, 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 classShareholders.

Voting Powers. The Section 1. Subject to the voting powers of one or more classes or series of Shares as set forth in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election or of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act1, (iii) with respect to certain transactions and other matters to the extent and any Manager as provided in Article VIV, Sections 2 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretosection 6, (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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust)4, (v) with respect to any merger, consolidation or sale of assets of the Trust to the extent and as provided in Article IX, Section 5, (vi) with respect to any conversion of the Trust as provided in Article IX, Section 6, (vii) with respect to any amendment of the this 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 hereto9, (viviii) 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 (viiix) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these the Bylaws 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, except as otherwise provided in the . Notwithstanding any other provision of this Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration on any matter submitted to a vote 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 lawShareholders, all Shares of the Trust then entitled to vote shall shall, except as otherwise provided in the Bylaws, 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 Sxxxxx 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 of a particular any class or series are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, the this Declaration of Trust or these the 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 Section 1. Subject to the voting powers of one or more classes or series of Shares as set forth in the By-Laws, the Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser Adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act7, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust)4, (viv) with respect to any amendment of the this 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 hereto7, (viv) 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 (viivi) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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, except as otherwise provided in the By-Laws. Notwithstanding any other provision of this Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration on any matter submitted to a vote 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 lawShareholders, all Shares of the Trust then entitled to vote shall shall, except as otherwise provided in the By-Laws or required by law, 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 Sxxxxx 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 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 shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 amendment 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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 IXVIII, Section 7 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto8, (viiii) to the same extent as the stockholders of a Massachusetts business corporation 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 Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 6 and (viivi) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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 The number of votes that each whole orfractional 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, except as otherwise provided specified 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 SharesBy-Laws. 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 Sxxxxx 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 At any time when no Shares of a particular Series or class or series are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, the this Declaration of Trust or these Bylaws the By-Laws to be taken by the Shareholders as to such class or seriesthereof. 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 classSection 2.

Voting Powers. The Shareholders shall have power to vote only (ia) for the election or removal of Trustees as provided in Article IV, Sections 1 4.1.(c) and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto(e) hereof, (iib) with respect to the approval or termination in accordance with the 1940 Act of any Manager or sub-adviser contract with a Contracting Party as provided in Article IV, Section 8 of the Declaration of Trust 5.2. hereof as to the extent which Shareholder approval is required by the 1940 Act, (iiic) with respect to certain transactions and other matters any reorganization of the Trust or any Fund but only to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 9.2. hereof, (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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (vd) with respect to any amendment of the Declaration of Trust to the extent and as provided in Article IX, this Section 7 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto7.1., (vie) on any amendment as may be required by law or by the Trust’s Registration Statement under the Securities Act of 1933, (f) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any Fund, or the ShareholdersShareholders of any of them (provided, that no Shareholder shall be entitled to maintain a derivative or class action only on behalf of a Fund (or the Shareholders thereof) of which he or she is the record owner of outstanding Shares), and (viig) with respect to such additional matters relating to the Trust as may be required by lawthe 1940 Act, the this Declaration of Trust, these Bylaws the By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. Each whole Share If and to the extent that the Trustees shall determine that such action is required by law or by this Declaration, they shall cause each matter required or permitted to be voted upon at a meeting or by written consent of Shareholders to be submitted to a separate vote of the outstanding Shares of each Fund entitled to vote thereon; provided, that (x) when expressly required by the 1940 Act or other law, actions of Shareholders shall be taken by Single Class Voting of all outstanding Shares of each Series and Class whose holders are entitled to vote thereon, and (y) when the Trustees determine that any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more but not all Funds, or of one or more but not all Classes of a single Fund (including without limitation the rights or interests of Shareholders under any distribution plan pursuant to Rule 12b-l under the 1940 Act applicable to any such Fund or Class (a “Plan”)), then only the Shareholders of the Funds or Classes so affected shall be entitled to one vote as to any matter on which it is entitled to vote thereon. Without limiting the generality of the foregoing, 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 1940 Act 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 other law, all Shares the Shareholders of the Trust then entitled to vote each Class shall be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative have exclusive voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy rights with respect to Sxxxxx held in the name provisions 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 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 Plan applicable 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 classClass.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, Section 2.13; (ii) with respect to any Manager or sub-adviser as provided in Article IV, investment advisory contract entered into pursuant to Section 8 of the Declaration of Trust 3.2 submitted to the extent required by the 1940 Act, shareholders for their approval; (iii) with respect to certain transactions and other matters to termination of the extent and Trust or a Series or Class thereof as provided in Article V, Sections 2 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, Section 8.2; (iv) with respect to any termination amendment of this Declaration to the limited extent and as provided in Section 8.3; (v) with respect to a merger, consolidation or sale of assets as provided in Section 8.4; (vi) with respect to incorporation of the Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto 8.5; (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, Article 11 hereto and Exhibit 1 hereto, (vivii) 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 a Series thereof or the ShareholdersShareholders of either; (viii) with respect to any plan adopted pursuant to Rule 12b-1 (or any successor rule) under the 1940 Act, and related matters; and (viiix) with respect to such additional matters relating to the Trust as may be required by lawthis Declaration, the Declaration of Trust, these Bylaws By-laws or any registration of the Trust as an investment company under the 1940 Act with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. 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 votevote or (ii) each dollar of net asset value (number of Shares owned times net asset value per share of such Series or Class, 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 applicable) shall be entitled to one vote on any matter on which such Shares of the Trust then are entitled to vote and each fractional dollar amount shall be voted entitled to a proportionate fractional vote. The Trustees may, in conjunction with the aggregate as a single class without regard to classes establishment of any further Series or series any Classes of Shares, establish conditions under which the several Series or Classes of Shares shall have separate voting rights or no voting rights. 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 Sxxxxx 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 of a particular class or series are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration or the Declaration of Trust or these Bylaws By-laws to be taken by Shareholders as to such class or seriesShareholders. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued The By-laws may include further provisions for Shareholders’ votes and outstanding, including, without limitation, the APS meetings and the RVMTP Shares, shall be treated as a single classrelated matters.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections Section 1 and 3 of the Declaration of Trust, Article 11 hereto PROVIDED, HOWEVER, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and Exhibit 1 heretountil such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) with respect to any Manager or subSub-adviser Adviser as provided in Article IV, Section 8 6 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (viv) 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, (viv) 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 (viivi) with respect to such additional matters relating to the Trust as may be required by 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 may consider necessary or desirable. Shareholders holding at least 10% of the Trust's Shares shall have the right to call a meeting to elect or remove one or more of the Trustees of the 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, except . The Shareholders of any particular series or class shall not be entitled to vote on any matters as otherwise provided in to which such series or class is not affected. Except with respect to matters as to which the Declaration Trustees have determined that only the interests of Trust, these Bylaws, one or more particular series are affected or as 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 of the Shares of the Trust then each series or class shall, on matters as to which it is entitled to vote, vote shall be voted in the aggregate with other series so entitled as a single class without regard class. Notwithstanding the foregoing, with respect to classes matters which would otherwise be voted on by two or more series as a single class, the Trustees may, in their sole discretion, submit such matters to the Shareholders of Sharesany or all such series, separately. 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 Sxxxxx 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 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 classshareholders.

Voting Powers. The Shareholders shall have power to vote only with respect to (ia) for the election or of Trustees as provided in Section 2 of this Article; (b) the removal of Trustees as provided in Article IVII, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, Section 3(d); (iic) with respect to any Manager investment advisory or sub-adviser management contract as provided in Article IVVII, Section 8 1; (d) the amendment of the Declaration of this Trust to the extent required by the 1940 Act, (iii) with respect to certain transactions and other matters Instrument 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 IXX, 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, 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 the Shareholders, 8; and (viie) with respect to such additional matters relating to the Trust as may be required or authorized by law, this Trust Instrument, or the Declaration of Trust, these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees may consider necessary or desirable. On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or Class, except (a) when required by 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 Class, then the Shareholders of all such affected Series or Classes shall be entitled to vote thereon. Each whole Share holder of Shares of each Series or Class, as applicable, shall be entitled to one vote as to any matter for each Shares standing in such Shareholder’s name on which it is entitled to the books of the Trust on the record date for such vote and each fractional Share shall be entitled to a proportionate fractional vote, except as otherwise provided (with references in the Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the this Declaration of Trust to “Shares voted” 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 vote” interpreted as “votes cast” or “votes entitled to be voted in the aggregate as a single class without regard to classes or series of Sharescast”). There shall be no cumulative voting in the election of TrusteesTrustees or on any other matter. Shares may be voted in person or by proxy. A proxy with respect to Sxxxxx held or in any manner provided for in the name of two or more persons shall Bylaws. The Bylaws may provide that proxies may be valid if executed given by any one of them unless at electronic or prior telecommunications device or in any other manner, but if a proposal by anyone other than the officers or Trustees is submitted to exercise a vote of the proxy the Trust receives a specific written notice to the contrary from Shareholders of any one of them. The placing of a Shareholder’s name on Series or Class, or if there is a proxy pursuant contest or proxy solicitation or proposal in opposition to telephonic any proposal by the officers or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized Trustees, Shares may be voted only in person or 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 challengerwritten proxy. Until Shares of a particular class or series Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required by law, the Declaration of Trust or these Bylaws permitted to be taken by Shareholders as to such class by law, this Trust Instrument 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 classBylaws.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 4.1, (ii) with respect to any Manager or sub-adviser Adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act4.6, (iii) 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 or any series 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust)9.4, (viv) with respect to any amendment of the this 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 hereto9.7, (viv) to the same extent as the stockholders shareholders of a Massachusetts 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 the Shareholders, and (viivi) with respect to such the additional matters relating to the Trust as may be required by the Trust Act or other law, the this Declaration of Trust, these Bylaws 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, except as otherwise provided in the . Notwithstanding any other provision of this Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration on any matter submitted to a vote 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 lawShareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard 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 classes or series of Sharesvote 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 Sxxxxx 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 of a particular class or series are issued, the Trustees may exercise all rights of Shareholders and may take any action required by the Trust Act or other law, the this Declaration of Trust Trust, or these Bylaws the By-Laws 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 classShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act8, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with respect to any amendment of the this Declaration of Trust to the extent and as provided in Article IXVIII, Section 7 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto9, (viiv) to the same extent as the stockholders of a Massachusetts Pennsylvania 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, (v) with respect to the termination of the Trust or any Series to the extent and as provided in Article VIII, Section 4, (vi) with respect to any merger, consolidation, sale of assets, or incorporation of the Trust or any Series to the extent and as provided in Article VIII, Sections 6 and 7, hereof, and (vii) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these the Bylaws 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 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 Sxxxxx 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 exercise, and the burden of proving invalidity shall rest on the challenger. Until At any time when no Shares of a particular class or series Series are issuedoutstanding, the Trustees may exercise all rights of Shareholders of that Series with respect to matters affecting that Series and may may, with respect to that Series, take any action required by law, the this Declaration of Trust or these the 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 classShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or of Trustees as provided in Article IV, Section 1, of this Declaration of Trust; provided, however, that no meeting of Shareholders is required to be called for 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) for the removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act6, (iii) with respect to certain transactions and other matters to the extent and any Manager as provided pro- vided in Article VIV, Sections 2 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 5, (iv) with respect to any termination amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 4 9, (v) with respect to a consolidation, merger or certain sales of the Declaration of Trustassets as provided in Article IX, Article 11 hereto and Exhibit 1 hereto Section 5, (for the avoidance of any doubt, Shareholders shall have no separate right to vote vi) with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, 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 the Shareholders6, and (vii) with respect to such additional matters relating to the Trust as may be required by law, the by this Declaration of Trust, these Bylaws or the By-Laws of the Trust 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 (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, except as otherwise provided in the . Notwithstanding any other provision of this Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration on any matter submitted to a vote 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 lawShareholders, all Shares of the Trust then entitled to vote shall be voted 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 only the interests of one or more series or class, or as a single otherwise required by applicable law, then only Shareholders of such series or class without regard shall be entitled to classes or series of Sharesvote 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 Sxxxxx Shares held in the name of two or more xxxx persons shall be valid if executed by any one of them 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 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 this Declaration of Trust or these Bylaws any By-Laws of the Trust 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 classShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 amendment 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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 IXVIII, Section 7 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto8, (viiii) 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 Series or Class to the extent and as provided in Article VIII, Section 4, and (viiv) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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, 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 Sxxxxx 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 At any time when no Shares of a particular class Series or series Class are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series or Class with respect to matters affecting that Series or Class and may with respect to that Series or Class take any action required by law, the this Declaration of Trust or these Bylaws the By- Laws 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 classShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or of Trustees as provided in Article IV, Section 1, of this Declaration of Trust; provided, however, that no meeting of Shareholders is required to be called for 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) for the removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 6, (iiiii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 hereto5, (iv) with respect to any termination amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 4 9, (v) with respect to a consolidation, merger or certain sales of the Declaration of Trustassets as provided in Article IX, Article 11 hereto and Exhibit 1 hereto Sect ion 5, (for the avoidance of any doubt, Shareholders shall have no separate right to vote vi) with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, 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 the Shareholders6, and (vii) with respect to such additional matters relating to the Trust as may be required by law, the by this Declaration of Trust, these Bylaws or t he By-Laws of the Trust 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 (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, except as otherwise provided in the . Notwithstanding any other provision of this Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration o n any matter submitted to a vote 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 lawShareholders, all Shares of the Trust then entitled to vote shall be voted 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 only the interests of one or more series or class, or as a single otherwise required by applicable law, then only Shareholders of such series or class without regard shall be entitled to classes or series of Sharesvote 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 Sxxxxx Shares held in the name of two or more persons shall be valid if executed by any one of them 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 pro ving 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 this Declaration of Trust or these Bylaws any By-Laws of the Trust 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 classShareholders.

Voting Powers. Section 1. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections Section 1 and 3 of the this Declaration of Trust, Article 11 hereto provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and Exhibit 1 heretountil such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) with respect to any Manager or subSub-adviser Adviser as provided in Article IV, Section 8 6 of the this Declaration of Trust to the extent required by the 1940 Act, (iii) 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 5 of the this 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (viv) with respect to any amendment of the this Declaration of Trust to the extent and as provided in Article IX, Section 7 8 of the this Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (viv) 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 (viivi) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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, except as otherwise provided in the Declaration . On any matter submitted to a vote 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, Shareholders all Shares of the Trust then entitled to vote shall be voted by individual Series, except (i) when required by the 1940 Act, Shares shall be voted in the aggregate as a single class without regard and not by individual Series 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 classes or series of Sharesvote 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 Sxxxxx 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 of a particular class or series are issued, the Trustees may exercise all rights of Shareholders and may take any action permitted or required of the Shareholders by law, the this 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 classBy-Laws.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 amendment 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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 IXVIII, Section 7 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto8, (viiii) 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 Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (viivi) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these the Bylaws 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, 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 Sxxxxx 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 At any time when no Shares of a particular Series or class or series are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, the this Declaration of Trust or these the Bylaws to be taken by the 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 classthereof.

Voting Powers. The Shareholders shall hall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections Section 1 and 3 of the Declaration of Trust, Article 11 hereto provided, however, that not meeting of Shareholders is required to be called for the purpose of electing Trustee unless and Exhibit 1 heretountil suck time as less than a majority of the Trustees have been elected by the shareholders, (ii) with respect to any Manager or subSub-adviser Manager as provided in Article IV, Section 8 6 of the Declaration of Trust to the extent required by the Investment Company Act of 1940 Act, and the rules and regulations thereunder (iii) 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 an 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (viv) with respect to any amendment of the Declaration of Trust to the extent and and-as provided in Article IX, Section 7 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (viv) 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 hot be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (viivi) with respect to such additional matters relating to the Trust as may be required by law, the Declaration of Trust, these Bylaws By-laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees Trustee 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, except as otherwise provided in the Declaration . On any matter submitted to a vote 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, Shareholders all Shares of the Trust then entitled to vote shall be voted by individual series, except (i) when required by the 1940 Act, Shares shall be voted in the aggregate as a single class without regard and not by individual series and (ii) 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 classes or series of Sharesvote 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 Sxxxxx 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 of a particular class or series are issued, the Trustees may exercise all rights right of Shareholders and may take any action required by law, the Declaration of Trust or these Bylaws By-laws 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 classShareholders.

Voting Powers. Section 1. The Shareholders shall have power to vote only (i) for the election or of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (iiiii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 hereto6, (iv) with respect to any termination of this Trust and 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust)4, (v) with respect to any sale, lease or exchange of all or substantially all of the property and assets of the Trust or any merger or consolidation of the Trust with any other trust or corporation, to the extent and as provided in Article IV, Section 3, (vi) with respect to any amendment of the this 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 hereto7, (vivii) 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 (viiviii) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these the Bylaws 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, 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 Sxxxxx 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 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 this Declaration of Trust or these the 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 classShareholders.

Voting Powers. Section 1. The Shareholders shall have power to vote only only: (ia) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, Section 1; (iib) with respect to any Manager investment adviser or sub-adviser manager as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, 6; (iii) 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, (ivc) with respect to any termination or reorganization of this the Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto 1; (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (vd) with respect to any amendment of the this Declaration of Trust to the extent and as provided in Article IX, Section 7 4; (e) with respect to any conversion of the Declaration of TrustTrust as provided in Article IX, Article 11 hereto and Exhibit 1 hereto, Section 5; (vif) 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 (viig) with respect to such additional matters relating to the Trust as may be required by law, the 1940 Act, this Declaration of Trust, these Bylaws or the By-Laws, any resolution of the Trustees which authorizes the issuance of a class of shares of beneficial interest other than Common Shares, 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, 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 Sxxxxx Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to the 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 declared valid unless challenged at or prior to its exercise and the burden 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 this Declaration of Trust or these Bylaws by the By-Laws 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 classShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto Trust and Exhibit Exhibits 1 and 2 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 Trust and Exhibit Exhibits 1 and 2 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 Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, Article 11 hereto Trust and Exhibit Exhibits 1 and 2 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 the Shareholders, and (vii) with respect to such additional matters relating to the Trust as may be required by 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 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, 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 by individual series except (i) when required by the 1940 Act, Shares shall be voted in the aggregate as a single class without regard to and not by individual series, (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes or series of Shares, then only Shareholders of such series or classes of Shares shall be entitled to vote thereon, and (iii) as otherwise provided in the Declaration of Trust, provided in these Bylaws, or required by applicable law. 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 Sxxxxx 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 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. Nothing in these Bylaws or the Declaration of Trust shall restrict the power of the Trustees to terminate any series or class of Shares by written notice to the Shareholders of such series or class, whether or not such Shareholders have voted (or are proposed to vote) with respect to a merger, reorganization, sale of assets, or similar transaction involving such series or class of Shares.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 amendment 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, Article 11 hereto and Exhibit 1 hereto8, (viiii) 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 Series to the extent and as provided in Article IX, Section 4, and (viiv) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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, 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 Sxxxxx 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 At any time when no Shares of a particular class or series Series are issuedoutstanding, the Trustees may exercise all rights of Shareholders of that Series with respect to matters affecting that Series and may with respect to that Series take any action required by law, the this Declaration of Trust or these Bylaws the By-Laws 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 classShareholders.

Voting Powers. The Subject to the provisions of Article 3, Section 6(d), the Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV4, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, 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 the Shareholders, (iii) with respect to the termination; of the Trust or any Series to the extent and as provided in Article VIII, Section 4, and (viiiv) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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, 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 Sxxxxx 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 At any time when no Shares of a particular class or series Series are issuedoutstanding, the Trustees may exercise all rights of Shareholders and may of that Series with respect to matters affecting that Series, take any action required by law, the this Declaration of Trust or these Bylaws the By-Laws, 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 classShareholders.

Voting Powers. The Shareholders Unit Holders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoManagers, (ii) with respect to any Manager or sub-adviser Investment Adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act5.08, (iii) with respect to certain transactions and other matters any termination of this LLC to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 10.4, (iv) with respect to any termination amendment of this Trust LLC Agreement 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust)10.7, (v) in accordance with respect to any amendment Section 18-1001 of the Declaration of Trust to the extent and as provided in Article IXAct, 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 LLC or the ShareholdersUnit Holders, and (viivi) with respect to such additional matters relating to the Trust LLC as may be required by law, this LLC Agreement, the Declaration of Trust, these Bylaws By-Laws or any registration of the Trust LLC with the Securities and Exchange Commission (or any successor agency) or any stateState, or as the Trustees Managers may consider necessary or desirable. Each whole Share Unit 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, 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 TrusteesManagers. Shares Units may be voted in person or by proxy. A proxy with respect to Sxxxxx Units held in the name of two or more persons Persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust LLC 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 Unit Holder 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 of a particular class or series Units are issued, the Trustees Managers may exercise all rights of Shareholders Unit Holders and may take any action required by law, this LLC Agreement or the Declaration of Trust or these Bylaws By-Laws 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 classUnit Holders.

Voting Powers. The Subject to the provisions of Article III, Section 7(d), Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, 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 the Shareholders1, and (viiii) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws the By-Laws, the 1940 Act or any registration statement of the Trust filed with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider 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, except vote 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 to any matter on which it is entitled to vote shall be voted in the aggregate as a single class without regard to classes or series of Sharesvote. There shall be no cumulative voting in the election 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 proxyproxy 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 Sxxxxx Shares held in the name of two or more persons 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 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 shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 Section 2.2 hereof or as required by Section 16(a) of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, 1940 Act; (ii) with respect to any Manager investment advisory or sub-adviser management contract as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, 4.1; (iii) 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 a series or class of Shares if the Trustees as provided in Section 9.2; (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (viv) with respect to any amendment of the Declaration to the extent and as provided in Section 9.3; (v) with respect to any merger, consolidation or sale of assets as provided in Section 9.4; (vi) with respect to incorporation of the Trust to the extent and as provided in Article IX, Section 7 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, 9.5.; (vivii) 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 (viiviii) with respect to such additional matters relating to the Trust as may be required by lawthe Amended Declaration, the Declaration of TrustBylaws, these Bylaws the 1940 Act 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, except as otherwise provided that Shares held 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 treasury of the Trust as reflected in these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall not be voted and that the Trustees may, in conjunction with the aggregate as a single class without regard to classes or establishment of any series of Shares, establish conditions under which the several series shall have separate voting rights or no voting rights. 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 Sxxxxx 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 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 the Bylaws to be taken by Shareholders as to such class or seriesShareholders. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued The Bylaws may include further provisions for Shareholders' votes and outstanding, including, without limitation, the APS meetings and the RVMTP Shares, shall be treated as a single classrelated matters.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection l, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 amendment 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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 IXVIII, Section 7 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto8, (viiii) to the same extent as the stockholders of a Massachusetts business corporation 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 Series or class to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 6 and (viivi) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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 The number of votes that each whole or fractional 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, except as otherwise provided specified 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 SharesBy-Laws. 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 Sxxxxx 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 At any time when no Shares of a particular Series or class or series are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series or class with respect to matters affecting that Series or class and may with respect to that Series or class take any action required by law, the this Declaration of Trust or these Bylaws the By-Laws to be taken by the 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 classthereof.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections Section 1 and 3 of as may otherwise be provided by the Declaration of Trust1940 Act, Article 11 hereto including without limitation Sections 16(a) and Exhibit 1 hereto16(b) thereof, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 amendment 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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 IXVIII, Section 7 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto8, (viiii) 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 Series or class to the extent and as provided in Article VIII, Section 4, (v) with respect to the removal of one or more Trustees to the extent and as provided in Article V, Section 7 and (viivi) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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, 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 Sxxxxx 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 At any time when no Shares of a particular Series or class or series are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series with respect to matters affecting that Series and may with respect to that Series take any action required by law, the this Declaration of Trust or these Bylaws the By-Laws 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 classShareholders.

Voting Powers. The Subject to the provisions of Article III, Section 6(d), the Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, Article 11 hereto and Exhibit 1 hereto, (vi) to the same extent as the stockholders of a Massachusetts California 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, (iii) with respect to the termination of the Trust or any Series to the extent and as provided in Article VIII, Section 4, and (viiiv) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these the Bylaws 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 A Shareholder of each Series shall be entitled to one vote as to for each dollar of net asset value per Share of such Series, on any matter on which it such Shareholder is entitled to vote and each fractional Share dollar amount shall be entitled to a proportionate fractional vote, except as otherwise provided . All references in the Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the this Declaration of Trust or in respect the Bylaws to a vote of, or the holders of, a percentage of Shares shall mean a vote of or the holders of that percentage of total votes representing dollars of net asset value of a Series or of the terms of a class of preferred shares of beneficial interest of Trust, as 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 Sharescase may be. 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 Sxxxxx 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 At any time when no Shares of a particular class or series Series are issuedoutstanding, the Trustees may exercise all rights of Shareholders and may of that Series with respect to matters affecting that Series, take any action required by law, the this Declaration of Trust or these the 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 classShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, Section 2.13; (ii) with respect to any Manager or sub-adviser as provided in Article IV, investment advisory contract entered into pursuant to Section 8 of the Declaration of Trust 3.2 submitted to the extent required by the 1940 Act, shareholders for their approval; (iii) with respect to certain transactions and other matters termination of the Trust or a Series or Class thereof 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, Section 8.2; (iv) with respect to any termination amendment of this Declaration to the limited extent and as provided in Section 8.3; (v) with respect to a merger, consolidation or sale of assets to the extent and as provided in Section 8.4; (vi) with respect to incorporation of the Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto 8.5; (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, Article 11 hereto and Exhibit 1 hereto, (vivii) 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 a Series thereof or the ShareholdersShareholders of either in accordance with Section 10.6; (viii) with respect to any plan adopted pursuant to Rule 12b-1 (or any successor rule) under the 1940 Act, and related matters; and (viiix) with respect to such additional matters relating to the Trust as may be required by lawthis Declaration, the Declaration of Trust, these Bylaws By-laws or any registration of the Trust as an investment company under the 1940 Act with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. 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 votevote or (ii) each dollar of net asset value (number of Shares owned times net asset value per share of such Series or Class, 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 applicable) shall be entitled to one vote on any matter on which such Shares of the Trust then are entitled to vote and each fractional dollar amount shall be voted entitled to a proportionate fractional vote. The Trustees may, in conjunction with the aggregate as a single class without regard to classes establishment of any further Series or series any Classes of Shares, establish conditions under which the several Series or Classes of Shares shall have separate voting rights or no voting rights. 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 Sxxxxx 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 of a particular class or series are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration or the Declaration of Trust or these Bylaws By-laws to be taken by Shareholders as to such class or seriesShareholders. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued The By-laws may include further provisions for Shareholders’ votes and outstanding, including, without limitation, the APS meetings and the RVMTP Shares, shall be treated as a single classrelated matters.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or of Trustees as provided in Article IV, Section 1, of this Declaration of Trust; provided, however, that no meeting of Shareholders is required to be called for 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) for the removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act6, (iii) with respect to certain transactions and other matters to the extent and any Manager as provided pro- vided in Article VIV, Sections 2 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 5, (iv) with respect to any termination amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 4 9, (v) with respect to a consolidation, merger or certain sales of the Declaration of Trustassets as provided in Article IX, Article 11 hereto and Exhibit 1 hereto Section 5, (for the avoidance of any doubt, Shareholders shall have no separate right to vote vi) with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, 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 the Shareholders6, and (vii) with respect to such additional matters relating to the Trust as may be required by law, the by this Declaration of Trust, these Bylaws or the By-Laws of the Trust 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 (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, except as otherwise provided in the . Notwithstanding any other provision of this Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration on any matter submitted to a vote 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 lawShareholders, all Shares of the Trust then entitled to vote shall be voted 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 only the interests of one or more series or class, or as a single otherwise required by applicable law, then only Shareholders of such series or class without regard shall be entitled to classes or series of Sharesvote 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 Sxxxxx Shares held in the name of two or more persons shall be valid if executed by any one of them 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 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 this Declaration of Trust or these Bylaws any By-Laws of the Trust 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 classShareholders.

Voting Powers. The Subject to the provisions of Article III, Section 6(d), the Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, 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 the Shareholders, (iii) with respect to the termination of the Trust or any Series or Class to the extent and as provided in Article VIII, Section 4, and (viiiv) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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, 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 Sxxxxx 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 At any time when no Shares of a particular class Series or series Class are issuedoutstanding, the Trustees may exercise all rights of Shareholders and may of that Series with respect to matters affecting that Series or Class, take any action required by law, the this Declaration of Trust or these Bylaws the By-Laws, 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 classShareholders.

Voting Powers. The Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election or of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (iiiii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 hereto6, (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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust)4, (v) with respect to any amendment of the this 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 hereto7, (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 the Shareholders, and (vii) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these the Bylaws 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, except as otherwise provided in the Declaration . On any matter submitted to a vote 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 lawShareholders, all Shares of the Trust then entitled to vote shall shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of SharesShares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, 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 Sxxxxx 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 of a particular any series or class or series are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, the this Declaration of Trust or these Bylaws to be taken by Shareholders as to such class series or seriesclass. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued Voting Power and outstanding, including, without limitation, the APS and the RVMTP Shares, shall be treated as a single class.Meetings

Voting Powers. Section 1. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act6, (iii) 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 Trust4, Article 11 hereto and Exhibit 1 hereto (for the avoidance of any doubt, Shareholders shall have no separate right to vote iv) with respect to the termination any merger, consolidation or sale of assets of the Trust or a series or class of Shares if to the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of extent and as provided in Article IXIV, Section 4 of the Declaration of Trust)5, (v) with respect to any conversion of the Trust as provided in Article IX, Section, 6, (vi) with respect to any amendment of the this 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 hereto9, (vivii) 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 (viiviii) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these the Bylaws 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, 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 Sxxxxx 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 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 this 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 classShareholders.

Voting Powers. Except as otherwise set forth herein or otherwise provided by law, the Shareholders of the Trust shall take action by the affirmative vote of the majority of the Common Shares and the Preferred Shares, voting as a single class. Each Share of the Trust shall be entitled to one vote. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 3.1, (ii) with respect to any Manager or sub-adviser contract with a Contracting Party as provided in Article IV, Section 8 of the Declaration of Trust 3.3 as to the extent which Shareholder approval is required by the 1940 Act, (iii) with respect to certain transactions and other matters any termination or reorganization of the Trust to the extent and as provided in Article V, Sections 2 7.1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto7.2, (iv) with respect to any termination amendment 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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 IXSection 7.3, Section 7 (v) with respect to the conversion of the Declaration of Trust, Article 11 hereto Trust to Open-end status to the extent and Exhibit 1 heretoas provided in Section 7.4, (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 the Shareholders; provided, however, that a Shareholder of a particular class or series shall not be entitled to bring any derivative or class action on behalf of any other class or series of the Trust, and (vii) with respect to such additional matters relating to the Trust as may be required by lawthe 1940 Act, the this Declaration of Trust, these Bylaws the By-Laws, any resolution of the Board of Trustees which authorizes the issuance of Preferred Shares 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, 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 Sxxxxx 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 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 this Declaration of Trust or these Bylaws the By-Laws 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 classShareholders.

Voting Powers. The Section 1. Subject to the voting powers of one or more classes or series of Shares as set forth in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election or of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (iiiii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 hereto6, (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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust)4, (v) with respect to any merger, consolidation or sale of assets of the Trust to the extent and as provided in Article IX, Section 5, (vi) with respect to any conversion of the Trust to the extent and as provided in Article IX, Section 6(a), (vii) with respect to any amendment of the this 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 hereto9, (viviii) 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 (viiix) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these the Bylaws 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, except as otherwise provided in the . Notwithstanding any other provision of this Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration on any matter submitted to a vote 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 lawShareholders, all Shares of the Trust then entitled to vote shall shall, except as otherwise provided in the Bylaws, 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 Sxxxxx 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 of a particular any class or series are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, the this Declaration of Trust or these the 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 shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections Section 1 and 3 of the Declaration of Trust, Article 11 hereto provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and Exhibit 1 heretountil such time as may be required by the 1940 Act, (ii) with respect to any Manager or sub-adviser amendment of this Declaration of Trust if and only to the extent as provided in Article IVVIII, Section 8 of the Declaration of Trust to the extent required by the 1940 Act8, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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 IXIII, 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 the Shareholders, (iv) with respect to the termination of the Trust or any Series or class, but only to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 8 and (viivi) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws the Bylaws, applicable law, 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 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 Sxxxxx 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 At any time when no Shares of a particular Series or class or series of Shares are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series or class of Shares with respect to matters affecting that Series or class of Shares and may with respect to that Series or class of Shares take any action required by applicable law, the this Declaration of Trust or these the Bylaws to be taken by the 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 classthereof.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or of Trustees when that issue is submitted to Shareholders, and for the removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 2.2 hereof, (ii) with respect to any Manager investment advisory or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent management contract on which a shareholder vote is required by the 1940 Act, (iii) with respect to certain transactions and other matters termination of the Trust or any series or class to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 9.2 hereof, (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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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 IXSection 9.3 hereof, (v) with respect to any merger, consolidation or sale of assets to the extent and as provided in Section 7 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto9.4 hereof, (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 the Shareholders, and (vii) with respect to such additional matters relating to the Trust as may be required by lawthe Declaration, the Declaration of Trust, these Bylaws By-Laws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any stateother regulator having jurisdiction over the Trust, or as the Trustees may consider necessary or desirable. Each whole Share A Shareholder of each series or class shall be entitled to one vote as to any for each dollar of net asset value (number of Shares owned times net asset value per Share) of such series or class, on each matter on which it such Shareholder is entitled to vote and each fractional Share dollar amount shall be entitled to a proportionate fractional vote, except as otherwise provided that the Trustees may, in conjunction with the establishment of any series or class of Shares (but subject to applicable law), establish conditions under which the several series or classes shall have separate or no voting rights. Shares held in the Declaration treasury of Trust, these Bylaws, or the Trust shall not be voted. Except when a larger vote is required by applicable law. Except as otherwise provided in law or by any provision of the Declaration of Trust or in respect the By-Laws, if any, Shares representing a majority of the terms voting power of the Shares voted in person or by proxy shall decide any questions and a plurality shall elect a Trustee, provided that where any provision of law or of the Declaration requires that the holders of any series or class shall vote as a series or class, then Shares representing a majority of the voting power of the Shares of that series or class voted on the matter shall decide that matter insofar as that series or class is concerned, and provided further that abstentions and broker non-votes shall not be counted as votes cast but shall be counted as being present for purposes of determining the existence of a class of preferred shares of beneficial interest of the Trust as reflected in these Bylaws or required by applicable law, all quorum. Shares of the Trust then entitled to vote all series shall be voted in the aggregate on any matter submitted to a vote of the Shareholders of the Trust except as a single class without regard to classes or series of Sharesprovided in Section 6.9(g) hereof. 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 Sxxxxx 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 of a particular class or series are issuedissued and during any period when no Shares are outstanding, the Trustees may exercise all rights of Shareholders and may take any action required by law, the Declaration of Trust or these Bylaws the By-Laws to be taken by Shareholders as to such class or seriesShareholders. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued The By-Laws may include further provisions for Shareholder votes and outstanding, including, without limitation, the APS meetings and the RVMTP Shares, shall be treated as a single classrelated matters.

Voting Powers. The Section 1. Subject to the voting powers of one or more classes or series of Shares as set forth in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election or of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (iiiii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 hereto6, (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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust)4, (v) with respect to any merger, consolidation or sale of assets of the Trust to the extent and as provided in Article IX, Section 5, (vi) with respect to any conversion of the Trust as provided in Article IX, Section 6, (vii) with respect to any amendment of the this 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 hereto9, (viviii) 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 (viiix) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these the Bylaws 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, except as otherwise provided in the . Notwithstanding any other provision of this Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration on any matter submitted to a vote 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 lawShareholders, all Shares of the Trust then entitled to vote shall shall, except as otherwise provided in the Bylaws, 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 Sxxxxx 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 of a particular any class or series are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, the this Declaration of Trust or these the 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 Voting Power and outstanding, including, without limitation, the APS and the RVMTP Shares, shall be treated as a single class.Meetings

Voting Powers. The Section 1. Subject to the voting powers of one or more classes or series of Shares as set forth in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election or of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (iiiii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 hereto6, (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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust)4, (v) with respect to any merger, consolidation or sale of assets of the Trust to the extent and as provided in Article IX, Section 5, (vi) with respect to any conversion of the Trust as provided in Article IX, Section 6, (vii) with respect to any amendment of the this 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 hereto9, (viviii) 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 (viiix) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these the Bylaws 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, except as otherwise provided in the . Notwithstanding any other provision of this Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration on any matter submitted to a vote 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 lawShareholders, all Shares of the Trust then entitled to vote shall shall, except as otherwise provided in the Bylaws, 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 Sxxxxx 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 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 shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of TrustTrust and Exhibits 1, Article 11 hereto 2 and Exhibit 1 3 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 TrustTrust and Exhibits 1, Article 11 hereto 2 and Exhibit 1 3 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 Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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 TrustTrust and Exhibits 1, Article 11 hereto 2 and Exhibit 1 3 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 the Shareholders, and (vii) with respect to such additional matters relating to the Trust as may be required by 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 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, 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 by individual series except (i) when required by the 1940 Act, Shares shall be voted in the aggregate as a single class without regard to and not by individual series, (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes or series of Shares, then only Shareholders of such series or classes of Shares shall be entitled to vote thereon, and (iii) as otherwise provided in the Declaration of Trust, provided in these Bylaws, or required by applicable law. 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 Sxxxxx Xxxxxx 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 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. Nothing in these Bylaws or the Declaration of Trust shall restrict the power of the Trustees to terminate any series or class of Shares by written notice to the Shareholders of such series or class, whether or not such Shareholders have voted (or are proposed to vote) with respect to a merger, reorganization, sale of assets, or similar transaction involving such series or class of Shares.

Voting Powers. Section 1. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to the approval of any Manager or sub-adviser investment advisory contract as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act7, (iii) 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 the 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust)4, (viv) with respect to any amendment of the this 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 hereto7, (viv) 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 (viivi) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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, except as otherwise provided in the Declaration . On any matter submitted to a vote 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, Shareholders all Shares of the Trust then entitled to vote vote, irrespective of series, shall be voted in the aggregate as and not by series, except (i) when required by the 1940 Act, Shares shall be voted by individual series, in which event, unless otherwise required by the 1940 Act, a single class without regard vote of Shareholders of all shares of the Trust, irrespective of series, shall not be required; and (2) when the Trustees have determined that the matter affects only the interests of one or more series, than only Shareholders of such series shall be entitled to classes or series of Sharesvote 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 Sxxxxx Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to the 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 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 this Declaration of Trust or these Bylaws the By-Laws to be taken by Shareholders as to such class or seriesShareholders. For purposes This instrument may be executed in several counterparts, each 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, which shall be treated as a single classdeemed an original, but all taken together shall constitute one instrument.

Voting Powers. The Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election or of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (iiiii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 hereto6, (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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust)4, (v) with respect to any amendment of the this 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 hereto7, (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 the Shareholders, and (vii) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these the Bylaws 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 outstanding on the record date established in accordance with the By-Laws 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, except as otherwise provided in the . Notwithstanding any other provision of this Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration on any matter submitted to a vote 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 lawShareholders, all Shares of the Trust then entitled to vote shall shall, except as otherwise provided in the By-Laws, be voted in the aggregate as a single class without regard to series or classes or series of Shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Sxxxxx 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. The placing of a shareholder's name on a proxy pursuant to telephone 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 in writing. At all meetings of Shareholders, unless inspectors of election have been appointed, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Unless otherwise specified in a proxy, the proxy shall apply to all Shares of each series of the Trust owned by the Shareholder. Until Shares of a particular any series or class or series are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, the this Declaration of Trust or these Bylaws the By-Laws to be taken by Shareholders as to such class series 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 shall have power to vote only (i) for the election or of Trustees as provided in Article IV, Section 1, of this Declaration of Trust; provided, however, that no meeting of Shareholders is required to be called for 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) for the removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 6, (iiiii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 hereto5, (iv) with respect to any termination amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 4 9, (v) with respect to a consolidation, merger or certain sales of the Declaration of Trustassets as provided in Article IX, Article 11 hereto and Exhibit 1 hereto Section 5, (for the avoidance of any doubt, Shareholders shall have no separate right to vote vi) with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, 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 the Shareholders6, and (vii) with respect to such additional matters relating to the Trust as may be required by law, the by this Declaration of Trust, these Bylaws or the By-Laws of the Trust 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 (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, except as otherwise provided in the . Notwithstanding any other provision of this Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration on any matter submitted to a vote 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 lawShareholders, all Shares of the Trust then entitled to vote shall be voted 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 only the interests of one or more series or class, or as a single otherwise required by applicable law, then only Shareholders of such series or class without regard shall be entitled to classes or series of Sharesvote 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 Sxxxxx Shares held in the name of two or more persons shall be valid if executed by any one of them 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 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 this Declaration of Trust or these Bylaws any By-Laws of the Trust 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 classShareholders.

Voting Powers. Section 1. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections Section 1 and 3 of the this Declaration of Trust, Article 11 hereto provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and Exhibit 1 heretountil such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) with respect to any Manager or sub-adviser as provided in Article IVadviser, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8 of this Declaration of Trust, (iv) with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 Section 6 and 3 7 of the this Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (ivv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 5 of the this Declaration of Trust, Article 11 hereto and Exhibit 1 hereto Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 5 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 this Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (vi) Shareholders shall have no right to vote with respect to the same extent as the stockholders termination of a Massachusetts business corporation as to whether Series or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf Class of the Trust or the ShareholdersShares), and (viivi) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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, except as otherwise provided in the Declaration . On any matter submitted to a vote 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 lawShareholders, all Shares of the Trust then entitled to vote shall shall, except as otherwise provided in the By-Laws, be voted in the aggregate as a single class without regard to classes Series or series Classes of Shares, except that (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more Series or Classes of Shares materially differently, Shares shall be voted by individual Series or Class 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 election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Sxxxxx 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 of a particular class or series are issued, the Trustees may exercise all rights of Shareholders and may take any action permitted or required of the Shareholders by law, the this 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 classBy-Laws.

Voting Powers. The Section 1. Subject to the voting powers of one or more classes or series of Shares as set forth in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election or of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (iiiii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 hereto6, (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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust)4, (v) with respect to any merger, consolidation or sale of assets of the Trust to the extent and as provided in Article IX, Section 5, (vi) with respect to any conversion of the Trust as provided in Article IX, Section 6, (vii) with respect to any amendment of the this 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 hereto9, (viviii) 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 (viiix) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Trust the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees Trustee 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, except as otherwise provided in the . Notwithstanding any other provision of this Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration on any matter submitted to a vote 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 lawShareholders, all Shares of the Trust then entitled to vote shall shall, except as otherwise provided in the Bylaws, 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 Sxxxxx 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 shares of a particular any class or series are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, the this 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 Section 1. Subject to the voting powers of one or more classes or series of Shares as set forth in the By-Laws, the Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser Adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act7, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust)4, (viv) with respect to any amendment of the this 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 hereto7, (viv) 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 (viivi) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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, except as otherwise provided in the By-Laws. Notwithstanding any other provision of this Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration on any matter submitted to a vote 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 lawShareholders, all Shares of the Trust then entitled to vote shall shall, except as otherwise provided in the By-Laws or required by law, 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 Sxxxxx 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 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 this Declaration of Trust or these Bylaws the By-Laws 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 Section 1. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election or of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (iiiii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 hereto6, (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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust)4, (v) with respect to any amendment of the this 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 hereto7, (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 the Shareholders, and (vii) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these the Bylaws 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 outstanding on the record date established in accordance with the By-Laws 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, except as otherwise provided in the . Notwithstanding any other provision of this Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration on any matter submitted to a vote 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 lawShareholders, all Shares of the Trust then entitled to vote shall shall, except as otherwise provided in the By-Laws, be voted in the aggregate as a single class without regard to series or classes or series of Shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Sxxxxx 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. The placing of a shareholder's name on a proxy pursuant to telephone 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 in writing. At all meetings of Shareholders, unless inspectors of election have been appointed, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Unless otherwise specified in a proxy, the proxy shall apply to all Shares of each series of the Trust owned by the Shareholder. Until Shares of a particular any series or class or series are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, the this Declaration of Trust or these Bylaws the By-Laws to be taken by Shareholders as to such class series or seriesclass. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued Voting Power and outstanding, including, without limitation, the APS and the RVMTP Shares, shall be treated as a single class.Meetings

Voting Powers. Section 1. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust)4, (viii) with respect to any amendment of the this 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 hereto7, (viiv) 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 (viiv) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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, except as otherwise provided in the . Notwithstanding any other provision of this Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration on any matter submitted to a vote 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 lawShareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or class; except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, then only Shareholders of Sharessuch 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 Sxxxxx Shares held in the name of two or more persons shall be valid if executed by or on behalf of 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 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 this Declaration of Trust or these Bylaws the By-Laws 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 classShareholders.

Voting Powers. The Shareholders shall have power to vote only --------- ------------- (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 amendment 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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 IXVIII, Section 7 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto8, (viiii) 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 of any Series to the extent and as provided in Article VIII, Section 4, (v) to remove Trustees from office to the extent and as provided in Article V, Section 7 and (viivi) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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, 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 Sxxxxx 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 At any time when no Shares of a particular class or series Series are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series with respect to matters affecting that Series and may with respect to that Series take any action required by law, the this Declaration of Trust or these Bylaws the By-Laws 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 classShareholders.

Voting Powers. The Shareholders For so long as this Agreement remains in effect and subject to the exclusions and limitations set forth Section 3(b) below, the Trustee shall have power to vote only (i) for vote, or cause the election or removal of Trustees as provided Shares held in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, 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 the Shareholders, and (vii) with respect to such additional matters relating to the Trust as may be required by 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 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, 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 ), in the same proportion that the shares of Common Stock that are not subject to the Trust are actually and validly voted on such matter, excluding (for the purpose of determining such proportion) all shares of Common Stock held by any Person or “Group” that has (or based upon its beneficial ownership of Common stock should have) filed a Schedule 13D pursuant to Section 13(d) of the Exchange Act with respect to Sxxxxx held the Common Stock at the time of the relevant vote, except that, if Section 3(b) does apply to the matter upon which a vote is to be effected and the Trustee receives valid and timely written voting instructions from the Stockholder delivered in accordance with Section 9(a) that have not been revoked, the Trustee shall vote, or cause the Shares subject to such voting instructions to be voted (in person or by proxy), in accordance therewith. Subject to the provisions of this Agreement, the Trustee shall have the full, exclusive and unqualified right and power to vote, to execute consents, to enter into voting agreements, and to grant proxies with respect to all of the Shares subject to this Agreement, as well as in respect of any other securities with voting rights received in respect of the Shares at any time hereafter by way of a stock dividend, distribution, conversion or exchange as provided in Section 3(c), with respect to any lawful corporate action, whether or not in the name ordinary course of two business, and no Stockholder shall in such capacity have any rights or more persons shall be valid if executed by powers to vote such Shares or to give consents with respect to or grant proxies in respect thereof or otherwise take part in any one corporate action. Without limiting the generality of them unless at the foregoing, the Stockholder (i) acknowledges that each Trustee, in his or prior her individual capacity, is a holder of Shares and (ii) agree that the Trustee is entitled to exercise the powers granted to such Trustee in the preceding sentence in the Trustee’s sole and absolute discretion (including in his or her own interest as a holder of the proxy the Trust receives a specific written notice Shares) without fiduciary duty of any kind to the contrary from any one of them. The placing of a Shareholder’s name on a proxy pursuant Stockholder with respect 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 the exercise 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 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 classpowers.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 amendment 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, Article 11 hereto and Exhibit 1 hereto8, (viiii) 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 Series to the extent and as provided in Article IX, Section 4, and (viiv) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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, 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 Sxxxxx Shares held in the name of two or more persons mxxx xersons 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 At any time when no Shares of a particular class or series Series are issuedoutstanding, the Trustees may exercise all rights of Shareholders of that Series with respect to matters affecting that Series and may with respect to that Series take any action required by law, the this Declaration of Trust or these Bylaws the By-Laws 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 classShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for i)for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (v) with ii)with respect to any amendment of the this Declaration of Trust to the extent and as provided in Article IXVIII, Section 7 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSectxxx 0, (vi) to the xxx)xx xxx 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 Series or Class to the extent and as provided in Article VIII, Section 4, and (vii) with v)with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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, 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 Sxxxxx 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 At any time when no Shares of a particular class Series or series Class are issued, outstanding the Trustees may exercise all rights of Shareholders of that Series or Class with respect to matters affecting that Series or Class and may with respect to that Series or Class take any action required by law, the this Declaration of Trust or these Bylaws the By-Laws 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 classShareholders.

Voting Powers. The Shareholders shall have power to vote only only: (ia) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, Section II.4 hereof; (iib) with respect to any Manager investment advisory or sub-adviser as provided in Article IV, management contract entered into pursuant to Section 8 of the Declaration of Trust to the extent required by the 1940 Act, III.2 hereof; (iiic) with respect to certain transactions and other matters the removal of Trustees pursuant to Section V.16 hereof; (d) with respect to any termination of the Trust, as provided in Section VIII.1 hereof; (e) with respect to any amendment of this Declaration 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, 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 the Shareholders, VIII.2 hereof; and (viif) with respect to such additional matters relating to the Trust as may be required by law, this Declaration or the Declaration By-Laws or by reason of Trust, these Bylaws or any the registration of the Trust or the Shares with the Securities and Exchange Commission (or any successor agency) State or by any applicable law or any state, regulation or order of the Commission or any State or as the Trustees may consider necessary or desirable. On any matter submitted to a vote of Shareholders, all Shares issued and outstanding shall, subject to applicable law, be voted as a single class in the aggregate and not by Series, except with respect to: (i) any matter determined by the Trustees to affect the Shareholders of any particular Series in a material respect different from the Shareholders of other Series; and (ii) such matters as may be otherwise required by this Declaration or by the By-Laws or by reason of the registration of the Trust or the Shares of such Series with the Commission or any State or by any applicable law (including the 0000 Xxx) or any regulation or order of the Commission or any State or as the Trustees may consider necessary or desirable. With respect to such matters, the Shareholders of each affected Series shall have the power to vote as a separate Series or as a class of separate Series, as determined by the Trustees, and, if so determined by the Trustees, the other shareholders shall not be entitled to vote. Each whole Share shall be entitled to one vote as to any matter on which it is Shareholders are entitled to 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 Sxxxxx 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 of a particular class or series are issued, the Trustees may exercise all rights of Shareholders (including, without limitation, the right to amend this Declaration) and may take any action required by law, the By-Laws or this Declaration of Trust or these Bylaws to be taken by Shareholders as to such class or seriesShareholders. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued The By-Laws may include further provisions for Shareholders' votes and outstanding, including, without limitation, the APS and the RVMTP Shares, shall be treated as a single classrelated matters.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 2.2 hereof, (ii) with respect to any Manager investment advisory or sub-adviser management contract as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act4.1 hereof, (iii) with respect to certain transactions and other matters to termination of the extent and Trust as provided in Article V, Sections 2 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 9.2 hereof, (iv) with respect to any termination amendment of this Trust Declaration 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust)9.3 hereof, (v) with respect to any amendment merger, consolidation or sale of assets as provided in Sections 9.4 and 9.6 hereof, (vi) with respect to incorporation of the Declaration of Trust or any series to the extent and as provided in Article IX, Section 7 of the Declaration of Trust, Article 11 hereto Sections 9.5 and Exhibit 1 hereto9.6 hereof, (vivii) 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 (viiviii) with respect to such additional matters relating to the Trust as may be required by lawthe Declaration, the Declaration of Trust, these Bylaws 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, except as otherwise provided that Shares held 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 treasury of the Trust as reflected in these Bylaws or required by applicable law, all Shares of the Trust then entitled to vote shall not be voted in the aggregate as a single class without regard to classes or series of Sharesvoted. 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 Sxxxxx 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 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 the By-Laws to be taken by Shareholders as to such class or seriesShareholders. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued The By-Laws may include further provisions for Shareholder votes and outstanding, including, without limitation, the APS meetings and the RVMTP Shares, shall be treated as a single classrelated matters.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections Section 1 and 3 of the Declaration of Trust, Article 11 hereto provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and Exhibit 1 heretountil such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) with respect to any Manager or sub-adviser subadviser as provided in Article IV, Section 8 6 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (viv) 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, (viv) 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 (viivi) with respect to such additional matters relating to the Trust as may be required by 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 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, except as otherwise provided in the Declaration . On any matter submitted to a vote 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, Shareholders all Shares of the Trust then entitled to vote shall be voted by individual series, except (i) when required by the 1940 Act, Shares shall be voted in the aggregate as a single class without regard and not by individual series and (ii) 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 classes or series of Sharesvote 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 Sxxxxx 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 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 Shareholders. Nothing in these Bylaws or series. For purposes the Declaration of this Article 10, all preferred shares of beneficial interest Trust shall restrict the power of the Trust issued and outstandingTrustees to terminate any series or class of Shares by written notice to the Shareholders of such series, includingwhether or not such Shareholders have voted (or are proposed to vote) with respect to a merger, without limitationreorganization, the APS and the RVMTP sale of assets, or similar transaction involving such series or class of Shares, shall be treated as a single class.

Voting Powers. SECTION 1. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 heretoSection 1, (ii) with respect to any Manager or sub-adviser Adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act6, (iii) 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust)4, (viv) with respect to any amendment of the this 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 the Shareholders, and (viiv) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these the Bylaws 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 Holders of Shares of each series or class shall be entitled to one vote for each dollar (or a proportionate fractional vote for each fraction of a dollar) of net asset value per Share of each series or class for each Share held as to any matter on which it is such Shares are entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote, except as otherwise provided in the . Notwithstanding any other provision of this Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration on any matter submitted to a vote 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 lawShareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or class except: (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, then only Shareholders of Sharessuch 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 Sxxxxx Shares held in the name of two or more persons shall be b 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. At all meetings of Shareholders, unless inspectors of election have been appointed, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Unless otherwise specified in the proxy, the proxy shall apply to all Shares of each series of the Trust owned by the Shareholder. Until Shares 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 this Declaration of Trust or these the 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 classShareholders.

Voting Powers. Section 1. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections Section 1 and 3 of the this Declaration of Trust, Article 11 hereto provided, however, that no meeting of Shareholders is required to be -------- ------- called for the purpose of electing Trustees unless and Exhibit 1 heretountil such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) with respect to any Manager Adviser or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 this 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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (viv) with respect to any amendment of the this Declaration of Trust to the extent and as provided in Article IX, Section 7 of the this 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 the Shareholders, and (viiv) with respect to such additional matters relating to the Trust as may be required by law, the this Declaration of Trust, these Bylaws 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, except as otherwise provided in the Declaration . On any matter submitted to a vote 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, Shareholders all Shares of the Trust then entitled to vote shall be voted by individual Series, except (i) when required by the 1940 Act, Shares shall be voted in the aggregate as a single class without regard and not by individual Series 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 classes or series of Sharesvote 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 Sxxxxx 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 of a particular class or series are issued, the Trustees may exercise all rights of Shareholders and may take any action permitted or required of the Shareholders by law, the this 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 classBy-Laws.

Voting Powers. Section 1. The Shareholders shall have power to vote only only: (ia) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, Section 1; (iib) with respect to any Manager investment adviser or sub-adviser manager as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, 6; (iii) 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, (ivc) with respect to any termination or reorganization of this the Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto 1; (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 of the Declaration of Trust), (vd) with respect to any amendment of the this 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, 4; (vie) with respect 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 any conversion of the Trust or the Shareholdersas provided in Article IX, Section 5; and (viif) with respect to such additional matters relating to the Trust as may be required by law, the 1940 Act, this Declaration of Trust, these Bylaws or the By-Laws, any resolution of the Trustees which authorizes the issuance of a class of shares of beneficial interest other than Common Shares, 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. In addition, the holders of any Notes issued under Article IV, Section 2(1) shall have the power to vote only with respect to such matters as may be required by law, the 1940 Act or any resolution of the Trustees which authorizes the issuance of such Notes. Each whole Share and each Note 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, 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 and Notes may be voted in person or by proxy. A proxy with respect to Sxxxxx Shares or Notes held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to the 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 or the holder of a Note shall be deemed declared valid unless challenged at or prior to its exercise and the burden 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 this Declaration of Trust or these Bylaws by the By-Laws 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 classShareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) 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 4(b) of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4 4(b) 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, 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 the Shareholders, and (vii) with respect to such additional matters relating to the Trust as may be required by 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 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, 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 Sxxxxx Xxxxxx 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 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 shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections Section 1 and 3 of the Declaration of Trust, Article 11 hereto provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and Exhibit 1 heretountil such time as less than a majority of the Trustees have been elected by the Shareholders, (ii) with respect to any Manager or subSub-adviser Adviser as provided in Article IV, Section 8 6 of the Declaration of Trust to the extent required by the 1940 Act0000 Xxx, (iiixxx) with respect to certain transactions and other matters any plan of distribution adopted by the Trustees with respect to one or more series or classes pursuant to Rule 12b-1 under the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust, Article 11 hereto and Exhibit 1 hereto1940 Act, (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 a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of 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, 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 the Shareholders, (vii) the removal, with or without cause, of a Trustee and (viiviii) with respect to such additional matters relating to the Trust as may be required by 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 may consider necessary or desirable. Annual meetings of Shareholders are not required by these Bylaws. 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, except . The Shareholders of any particular series or class shall not be entitled to vote on any matters as otherwise provided in to which such series or class is not affected. Except with respect to matters as to which the Declaration Trustees have determined that only the interests of Trust, these Bylaws, one or more particular series or classes are affected or as 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 of the Shares of the Trust then each series or class shall, on matters as to which such series or class is entitled to vote, vote shall be voted in the aggregate with other series or classes so entitled as a single class without regard 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 series of Sharesor classes, separately. There shall will be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Sxxxxx 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. The placing of a Shareholder’s '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 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 classShareholders.