Common use of Voting Powers Clause in Contracts

Voting Powers. The Shareholders shall have power to vote only (i) for the election 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, Section 6, (iii) with respect to any Manager as provided in Article IV, Section 5, (iv) with respect to any amendment of this Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares as provided in Article IX, Section 6, (vii) to the same extent as the stockholders of a Massachusetts business corporation, as to whether or not a court action, proceeding or claim should be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (viii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the By-Laws of the Trust or any registration of the Trust with the Commission or any state, or as the Trustees may consider 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. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Shares, except (i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Shares shall be voted by individual series or class and (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Shares of any series or class are issued and outstanding, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any By-Laws of the Trust to be taken by Shareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, of this Declaration of Trust2.13; 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 with respect to termination of the removal of Trustees Trust or a Series or Class thereof as provided in Article IV, Section 6, 7.2; (iii) with respect to any Manager a merger, consolidation or sale of assets as provided in Article IV, Section 5, 7.2; (iv) with respect to any amendment of this Declaration of Trust a conversion from a "closed-end fund" to an "open-end fund" as provided in Article IV, Section 9, 7.4; (v) with respect to a consolidation, merger or certain sales incorporation of assets the Trust to the extent and as provided in Article IV, Section 5, 7.5; (vi) with respect to the termination of the Trust or a series of Shares as provided in Article IX, Section 6, (vii) to the same extent as the stockholders of a Massachusetts business corporation, 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 Shareholders, Shareholders of either; and (viiivii) with respect to such additional matters relating to the Trust as may be required by lawthis Declaration, the By-laws or any registration of the Trust as an investment company under the 1940 Act with the Commission (or any successor agency) or as the Trustees may consider necessary or desirable. On any matter required or permitted to be voted on by the Shareholders, all Shares then entitled to vote shall be voted in the aggregate as a single class without regard to Class or Series, except (i) when required by this Declaration of Trust, or the By-Laws or by the 1940 Act, or when the Trustees shall have determined that any matter to be submitted to a vote of the Trust Shareholders affects the rights or any registration interests of the Trust with the Commission Shareholders of one or any statemore Classes or Series materially differently, Shares shall be voted by individual Class or as Series; and (ii) when the Trustees may consider desirableshall have determined that the matter affects only the interests of one or more Classes or Series, then only the Shareholders of such Class or Classes or Series shall be entitled to vote thereon. Each 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. Notwithstanding The Trustees may, in conjunction with the establishment of any other provision of this Declaration of Trust, on further Series or any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes Classes of Shares, except (i) when required by establish conditions under which the 1940 Act several Series or when the Trustees Classes of Shares shall have determined that the matter affects one separate voting rights 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 thereonno voting rights. There shall be no cumulative voting in the election of Trustees. Until Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any the By-Laws of the Trust laws to be taken by Shareholders, including the approval of any amendment to the Declaration. The By-laws may include further provisions for Shareholders' votes and meetings and related matters.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, of this Declaration of Trust2.13; 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 with respect to termination of the removal of Trustees Trust or a Series or Class thereof as provided in Article IV, Section 6, 7.2; (iii) with respect to any Manager a merger, consolidation or sale of assets as provided in Article IV, Section 5, 7.2; (iv) with respect to any amendment of this Declaration of Trust a conversion from a “closed-end fund” to an “open-end fund” as provided in Article IV, Section 9, 7.4; (v) with respect to a consolidation, merger or certain sales incorporation of assets the Trust to the extent and as provided in Article IV, Section 5, 7.5; (vi) with respect to the termination of the Trust or a series of Shares as provided in Article IX, Section 6, (vii) to the same extent as the stockholders of a Massachusetts business corporation, 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 Shareholders, Shareholders of either; and (viiivii) with respect to such additional matters relating to the Trust as may be required by lawthis Declaration, the By-Laws or any registration of the Trust as an investment company under the 1940 Act with the Commission (or any successor agency) or as the Trustees may consider necessary or desirable. On any matter required or permitted to be voted on by the Shareholders, all. Shares then entitled to vote shall be voted in the aggregate as a single class without regard to Class or Series, except (i) when required by this Declaration of Trust, or the By-Laws or by the 1940 Act, or when the Trustees shall have determined that any matter to be submitted to a vote of the Trust Shareholders affects the rights or any registration interests of the Trust with the Commission Shareholders of one or any statemore Classes or Series materially differently, Shares shall be voted by individual Class or as Series; and (ii) when the Trustees may consider desirableshall have determined that the matter affects only the interests of one or more Classes or Series, then only the Shareholders of such Class or Classes or Series shall be entitled to vote thereon. Each 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. Notwithstanding The Trustees may, in conjunction with the establishment of any other provision of this Declaration of Trust, on further Series or any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes Classes of Shares, except (i) when required by establish conditions under which the 1940 Act several Series or when the Trustees Classes of Shares shall have determined that the matter affects one separate voting rights 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 thereonno voting rights. There shall be no cumulative voting in the election of Trustees. Until Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any the By-Laws of the Trust to be taken by Shareholders, including the approval of any amendment to the Declaration. The By-Laws may include further provisions for Shareholders’ votes and meetings and related matters.

Voting Powers. The Shareholders shall have power to vote only (i) for the election 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 or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 68 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 5Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any amendment termination of this Declaration of Trust to the extent and as provided in Article IVIX, Section 94(b) of the Declaration of Trust (for the avoidance of any doubt, (v) with respect Shareholders shall have no separate right to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) 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(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 67 of the Declaration of Trust, (viivi) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivii) with respect to such additional matters relating to the Trust as may be required by law, by this the Declaration of Trust, or the By-Laws of the 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 (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. Notwithstanding any other provision of this , except as otherwise provided in the Declaration of Trust, on these Bylaws, or required by applicable law (including any matter submitted voting, Share ownership or similar limitations or requirements that may apply to a vote of Shareholders, all Shareholder). Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to by individual series or classes of Shares, except (i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Act, Shares shall be voted in the aggregate and not by individual series or class and series, (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes 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 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. Whenever no Until Shares of any a particular class or series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this the Declaration of Trust or any By-Laws of the Trust these Bylaws to be taken by ShareholdersShareholders as to such class or series. For the avoidance of doubt, the foregoing shall not prevent or limit the application to any Shareholder of any voting, share ownership or similar limitations or requirements set forth in these Bylaws or the Declaration of Trust. 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 (ia) for the election of Trustees as provided in Article IV, Section 1, 2 of this Declaration of TrustArticle; 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, (iib) for the removal of Trustees as provided in Article IVII, Section 6, 3(d); (iiic) with respect to any Manager investment advisory or management contract as provided in Article IVVII, Section 5, 1; (ivd) with respect to any the amendment of this Declaration of Trust Instrument to the extent and as provided in Article IVX, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares as provided in Article IX, Section 6, (vii) to the same extent as the stockholders of a Massachusetts business corporation, as to whether or not a court action, proceeding or claim should be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, 8; and (viiie) with respect to such additional matters relating to the Trust as may be required or authorized by law, by this Declaration of TrustTrust Instrument, or the By-Laws of the Trust Bylaws or any registration of the Trust with the Commission or any stateState, or as the Trustees may consider 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. Notwithstanding any other provision of this Declaration of Trust, on On any matter submitted to a vote of the Shareholders, all Shares of shall be voted by individual Series or Class, except (a) when required by the Trust then entitled to vote 1940 Act, Shares shall be voted in the aggregate as a single class without regard to series or classes of Shares, except (i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Shares shall be voted and not by individual series Series or class Class, and (iib) when the Trustees have determined that the matter affects only the interests of more than one Series or more series or classes Class, then only the Shareholders of all such series affected Series or classes Classes shall be entitled to vote thereon. Each holder of Shares of each Series or Class, as applicable, shall be entitled to one vote for each Shares standing in such Shareholder's name on the books of the Trust on the record date for such vote (with references in this Declaration of Trust to "Shares voted" or Shares "entitled to vote" interpreted as "votes cast" or "votes entitled to be cast"). 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 or in any manner provided for in the Bylaws. The Bylaws may provide that proxies may be given by any electronic or telecommunications device or in any other manner, but if a proposal by anyone other than the officers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees, Shares may be voted only in person or by written proxy. A proxy with respect to Until 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 Series are issued, as to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Shares of any series or class are issued and outstanding, that Series the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust Instrument or any By-Laws of the Trust to be taken by ShareholdersBylaws.

Voting Powers. The Shareholders shall have power to vote only (i) for ------------- the election 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 or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 68 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 5Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any amendment termination of this Declaration of Trust to the extent and as provided in Article IVIX, Section 94 of the Declaration of Trust (for the avoidance of any doubt, (v) with respect Shareholders shall have no separate right to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) 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) 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 67 of the Declaration of Trust, (viivi) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivii) with respect to such additional matters relating to the Trust as may be required by law, by this the Declaration of Trust, or the By-Laws of the 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 (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. Notwithstanding any other provision of this , except as otherwise provided in the Declaration of Trust, on any matter submitted to a vote these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration of ShareholdersTrust or 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 or classes of Shares, except (i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Shares shall be voted by individual series or class and (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, 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. Whenever no Until Shares of any a particular class or series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this the Declaration of Trust or any By-Laws of the Trust these Bylaws to be taken by ShareholdersShareholders as to such class or series.

Voting Powers. The Shareholders shall have power to vote only (i) for the election 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 or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 68 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 5Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any amendment termination of this Declaration of Trust to the extent and as provided in Article IVIX, Section 94(b) of the Declaration of Trust (for the avoidance of any doubt, (v) with respect Shareholders shall have no separate right to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) 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(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 67 of the Declaration of Trust, (viivi) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivii) with respect to such additional matters relating to the Trust as may be required by law, by this the Declaration of Trust, or the By-Laws of the 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 (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. Notwithstanding any other provision of this , except as otherwise provided in the Declaration of Trust, on any matter submitted to these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration of Trust or in respect of the terms of a vote class of Shareholderspreferred 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 or classes of Shares, except (i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Shares shall be voted by individual series or class and (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, 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. Whenever no Until Shares of any a particular class or series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this the Declaration of Trust or any By-Laws of the Trust these Bylaws to be taken by ShareholdersShareholders as to such class or series.

Voting Powers. Section 1. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, 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, Section 6, (iii) with respect to any Manager as provided in Article IV, Section 5, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IVIX, Section 97 of this Declaration of Trust, (viii) with respect to a consolidation, merger or certain sales of assets transactions and other matters to the extent and as provided in Article IVV, Section 56 of this Declaration of Trust, (viiv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of this Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series of Shares as provided in if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust pursuant to Article IX, Section 64 of this Declaration of Trust, (vii) and 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 be brought or maintained derivatively or as a class action on behalf Class of the Trust or the ShareholdersShares), and (viiiv) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, 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. Notwithstanding any other provision of this Declaration of Trust, on On any matter submitted to a vote of Shareholders, 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 Series or classes Classes of Shares, except that (i1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series Series or classes differently Classes of Shares materially differently, Shares shall be voted by individual series Series or class Class and (ii2) when the Trustees have determined that the matter affects only the interests of one or more series Series or classes then Classes, only Shareholders of such series Series or classes Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action permitted or required of the Shareholders by law, this Declaration of Trust or any the By-Laws of the Trust to be taken by ShareholdersLaws.

Voting Powers. The Shareholders shall have power to vote only ------------- (i) for the election 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 or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 68 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 5Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any amendment termination of this Declaration of Trust to the extent and as provided in Article IVIX, Section 94 of the Declaration of Trust (for the avoidance of any doubt, (v) with respect Shareholders shall have no separate right to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) 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 67 of the Declaration of Trust, (viivi) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivii) with respect to such additional matters relating to the Trust as may be required by law, by this the Declaration of Trust, or the By-Laws of the 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 (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. Notwithstanding any other provision of this , except as otherwise provided in the Declaration of Trust, on any matter submitted to these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration of Trust or in respect of the terms of a vote class of Shareholderspreferred 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 or classes of Shares, except (i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Shares shall be voted by individual series or class and (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, 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. Whenever no Until Shares of any a particular class or series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this the Declaration of Trust or any By-Laws of the Trust these Bylaws to be taken by ShareholdersShareholders as to such class or series.

Voting Powers. The Shareholders shall have power to vote only (ia) for the election of Trustees as provided in Article IV, Section 1, of this Declaration of Trust2.13; 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, Section 6, (iiib) with respect to any Manager as provided in Article IV, Section 5, (iv) with respect to any amendment of this Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares Series or Class thereof as provided in Article IXSection 7.2; (c) with respect to a merger, consolidation or sale of assets as provided in Section 6, 7.2; (viid) with respect to a conversion from a “closed-end fund” to an “open-end fund” as provided in Section 7.4; (e) with respect to incorporation of the Trust to the extent and as provided in Section 7.5; (f) to the same extent as the stockholders of a Massachusetts business corporation, 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 Shareholders, Shareholders of either; and (viiig) with respect to such additional matters relating to the Trust as may be required by lawthis Declaration, the By-laws or any registration of the Trust as an investment company under the 1940 Act with the Commission (or any successor agency) or as the Trustees may consider necessary or desirable. On any matter required or permitted to be voted on by the Shareholders, all Shares then entitled to vote shall be voted in the aggregate as a single class without regard to Class or Series, except (i) when required by this Declaration of Trust, or the By-Laws or by the 1940 Act, or when the Trustees shall have determined that any matter to be submitted to a vote of the Trust Shareholders affects the rights or any registration interests of the Trust with the Commission Shareholders of one or any statemore Classes or Series materially differently, Shares shall be voted by individual Class or as Series; and (ii) when the Trustees may consider desirableshall have determined that the matter affects only the interests of one or more Classes or Series, then only the Shareholders of such Class or Classes or Series shall be entitled to vote thereon. Each 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. Notwithstanding The Trustees may, in conjunction with the establishment of any other provision of this Declaration of Trust, on further Series or any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes Classes of Shares, except (i) when required by establish conditions under which the 1940 Act several Series or when the Trustees Classes of Shares shall have determined that the matter affects one separate voting rights or more series or classes differently Shares shall be voted by individual series or class and (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Shares of any series or class are issued and outstanding, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any By-Laws of the Trust to be taken by Shareholders.voting

Voting Powers. Section 1. The Shareholders shall have power to vote only (i) for the election 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, Section 61, (iii) with respect to any Manager as provided in Article IV, Section 56, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 67, (viivi) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the By-Laws of the Trust Bylaws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share 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. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Sharesby individual series, except (i1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Act, Shares shall be voted in the aggregate and not by individual series or class series; and (ii2) when the Trustees have determined that the matter affects only the interests of one or more series or classes series, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any By-Laws of the Trust Bylaws to be taken by Shareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election 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 or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 68 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 5Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any amendment termination of this Declaration of Trust to the extent and as provided in Article IVIX, Section 94 of the Declaration of Trust (for the avoidance of any doubt, (v) with respect Shareholders shall have no separate right to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) 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 67 of the Declaration of Trust, (viivi) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivii) with respect to such additional matters relating to the Trust as may be required by law, by this the Declaration of Trust, or the By-Laws of the Trust or these Bylaws, any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, any agreement of the Trust with any national securities exchange 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. Notwithstanding any other provision of this , except as otherwise provided in the Declaration of Trust, on any matter submitted to these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration of Trust or in respect of the terms of a vote class of Shareholderspreferred 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 or classes of Shares, except (i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Shares shall be voted by individual series or class and (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, 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. Whenever no Until Shares of any a particular class or series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this the Declaration of Trust or any By-Laws of the Trust these Bylaws to be taken by ShareholdersShareholders as to such class or series.

Voting Powers. The 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 By-Laws, Shareholders shall have power to vote only (i) for the election 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 Shareholdersherein, (ii) for the removal of Trustees as provided in Article IV, Section 6herein, (iii) with respect to any Manager matter as provided in Article IV, Section 5to which shareholder action is required by the 1940 Act, (iv) with respect to any voluntary liquidation, dissolution, winding up, merger or consolidation or safe of all or substantially all of the assets of the Trust to the extent and as provided herein, (v) with respect to any amendment of this Declaration of Trust or the By-Laws to the extent and as provided in Article IV, Section 9, (v) with respect to a consolidation, merger herein or certain sales of assets therein as provided in Article IV, Section 5the case may be, (vi) with respect to the termination of the Trust or a series of Shares as provided in Article IX, Section 6, (vii) to the same extent as the stockholders of a Massachusetts business corporation, 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 Class action on behalf of the Trust or the Shareholders, and (viiivii) with respect to such additional matters relating to the Trust as may be required by lawthe 1940 Act, by this Declaration of Trust, or the By-Laws of the Trust Laws, or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. On any matter required or permitted to be voted on by the Shareholders, all Shares then entitled to vote shall be voted in the aggregate as a single Class without regard to Class or Series, except (i) when required by this Declaration of Trust, the By-Laws or by the 1940 Act, or when the Trustees shall have determined that any matter to be submitted to a vote of the Shareholders affects the rights or interests of the Shareholders of one or more Classes or Series materially differently, Shares shall be voted by individual Class or Series; and (ii) when the Trustees shall have determined that the matter affects only the interests of one or more Classes or Series, then only the Shareholders of such Class or Classes or Series shall be entitled to vote thereon. Each 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. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Shares, except (i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Shares shall be voted by individual series or class and (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any the By-Laws of the Trust to be taken by Shareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election 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 or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 68 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 5Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any amendment termination of this Declaration of Trust to the extent and as provided in Article IVIX, Section 94 of the Declaration of Trust (for the avoidance of any doubt, (v) with respect Shareholders shall have no separate right to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) 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 67 of the Declaration of Trust, (viivi) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivii) with respect to such additional matters relating to the Trust as may be required by law, by this the Declaration of Trust, or the By-Laws of the 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 (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. Notwithstanding any other provision of this , except as otherwise provided in the Declaration of Trust, on any matter submitted to a vote of Shareholdersthese Bylaws, all or required by applicable law. Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to by individual series or classes of Shares, except (i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Act, Shares shall be voted in the aggregate and not by individual series or class and series, (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes 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 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. Whenever no Until Shares of any a particular class or series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this the Declaration of Trust or any By-Laws of the Trust these Bylaws to be taken by ShareholdersShareholders as to such class or series. 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 the power to ------------- vote only (i) for the election of Trustees as provided in Article IVII, Section 1, of this Declaration of Trust2.2; 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 IVII, Section 6, 2.3(d); (iii) with respect to any Manager investment adviser as provided in Article IV, Section 5, 4.1; (iv) with respect to any amendment the merger, consolidation and sale of this Declaration assets of the Trust as provided in Article IVXI, Section 9, 11.3; (v) with respect to a consolidation, merger or certain sales the amendment of assets this Declaration as provided in Article IVXI, Section 5, 11.4; (vi) with respect to the termination of the Trust or a series of Shares as provided in Article IX, Section 6, (vii) to the same extent as the stockholders Shareholders of a Massachusetts business corporation, corporation as to whether or not a court action, proceeding or claim should be brought or maintained derivatively or as a class action on behalf of the Trust or the ShareholdersShareholders (provided, however, that a shareholder of a particular Series shall not be entitled to a derivative or class action on behalf of any other Series (or shareholders of any other Series) of the Trust); and (viiivii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of TrustDeclaration, or the By-Laws laws of the Trust or any registration regulation of the Trust with Trust, by the Commission or any stateState, or as the Trustees may consider desirable. Each Any matter affecting a particular Series, including without limitation, matters affecting the investment advisory arrangements or investment policies or restrictions of a Series, if required by law, shall not be deemed to have been effectively acted upon unless approved by the required vote of the Shareholders of such Series if required by law. Unless otherwise required by law, 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)vote, and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Shares, except (i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Shares shall be voted by individual series or class and (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Until Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action to be taken by Shareholders which is required or permitted by law, this Declaration of Trust or any By-Laws laws of the Trust to be taken by ShareholdersTrust.

Voting Powers. SECTION 1. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, 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 with respect to any investment adviser as provided in Article IV, Section 67, (iii) with respect to any Manager termination of the Trust or any series to the extent and as provided in Article IVIX, Section 54, (iv) with respect to any amendment of this Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 67, (viiv) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the By- Laws or the By-Laws of the Trust or by any registration of the Trust with the Securities and Exchange Commission or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote (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. Notwithstanding any other provision provisions of this Declaration of Trust, on or any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Sharesby individual series, except (i1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Act, Shares shall be voted in the aggregate and not by individual series or class series, and (ii2) when the Trustees have determined that the matter affects only the interests of one or more series or classes series, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, 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. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any the By-Laws of the Trust to be taken by Shareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election 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 or removal of Trustees as provided in Article IVSections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 65.2 hereof as to which Shareholder approval is as required by the 1940 Act, (iii) with respect to any Manager termination or reorganization of the Trust or any Portfolio to the extent and as provided in Article IV, Section 5Sections 9.1 and 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IV, Section 99.3 hereof, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares as provided in Article IX, Section 6, (vii) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by lawthe 1940 Act, by this Declaration of Trust, or the By-Laws of the Trust or any registration of the Trust with the Commission (or any statesuccessor agency) or any State, 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, they shall cause each matter required or permitted to be entitled voted upon at a meeting or by written consent of Shareholders to one be submitted to a separate vote as to any matter on which it is of the outstanding Shares of each Portfolio entitled to vote (except thereon; provided, 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. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Shares, except (i) when expressly required by this Declaration or by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Shares Act, actions of Shareholders shall be voted taken by individual series or class Single Class Voting of all outstanding Shares of each Series whose holders are entitled to vote thereon; and (ii) when the Trustees have determined determine that the any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more series or classes but not all Portfolios, then only the Shareholders of such series or classes the Portfolios so affected shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Shares of any series or class are issued and outstanding, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any By-Laws of the Trust to be taken by Shareholders.

Voting Powers. Section 1. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, 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 with respect to any investment adviser as provided in Article IV, Section 67, (iii) with respect to any Manager termination of the Trust or any series to the extent and as provided in Article IVIX, Section 54, (iv) with respect to any amendment of this Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 67, (viiv) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or by the By-Laws of the Trust or by any registration of the Trust with the Securities and Exchange Commission or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote (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. Notwithstanding any other provision provisions of this Declaration of Trust, on or any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to by individual series or classes of Sharesclass, except (i1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Act, Shares shall be voted in the aggregate and not by individual series or class class, and (ii2) when the Trustees have determined that the matter affects only the interests of one or more series or classes class, then only Shareholders of such series or classes class shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, 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. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any the By-Laws of the Trust to be taken by Shareholders.

Voting Powers. The Shareholders shall have power to vote only (ia) for the election of Trustees as provided in Article IV, Section 1, of this Declaration of Trust2.13; 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, Section 6, (iiib) with respect to any Manager as provided in Article IV, Section 5, (iv) with respect to any amendment of this Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares Series or Class thereof as provided in Article IXSection 7.2; (c) with respect to a merger, consolidation or sale of assets as provided in Section 6, 7.2; (viid) with respect to a conversion from a “closed-end fund” to an “open-end fund” as provided in Section 7.4; (e) with respect to incorporation of the Trust to the extent and as provided in Section 7.5; (f) to the same extent as the stockholders of a Massachusetts business corporation, 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 Shareholders, Shareholders of either; and (viiig) with respect to such additional matters relating to the Trust as may be required by lawthis Declaration, the By-laws or any registration of the Trust as an investment company under the 1940 Act with the Commission (or any successor agency) or as the Trustees may consider necessary or desirable. On any matter required or permitted to be voted on by the Shareholders, all Shares then entitled to vote shall be voted in the aggregate as a single class without regard to Class or Series, except (x) when required by this Declaration of Trust, or the By-Laws laws or by the 1940 Act, or when the Trustees shall have determined that any matter to be submitted to a vote of the Trust Shareholders affects the rights or any registration interests of the Trust with the Commission Shareholders of one or any statemore Classes or Series materially differently, Shares shall be voted by individual Class or as Series; and (y) when the Trustees may consider desirableshall have determined that the matter affects only the interests of one or more Classes or Series, then only the Shareholders of such Class or Classes or Series shall be entitled to vote thereon. Each 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. Notwithstanding The Trustees may, in conjunction with the establishment of any other provision of this Declaration of Trust, on further Series or any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes Classes of Shares, except (i) when required by establish conditions under which the 1940 Act several Series or when the Trustees Classes of Shares shall have determined that the matter affects one separate voting rights 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 thereonno voting rights. There shall be no cumulative voting in the election of Trustees. Until Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any the By-Laws of the Trust laws to be taken by Shareholders, including the approval of any amendment to the Declaration. The By-laws may include further provisions for Shareholders’ votes, meetings and related matters.

Voting Powers. SECTION 1. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, 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 with respect to any investment adviser as provided in Article IV, Section 67, (iii) with respect to any Manager termination of the Trust or any series to the extent and as provided in Article IVIX, Section 54, (iv) with respect to any amendment of this Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 67, (viiv) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or by the By-Laws of the Trust or by any registration of the Trust with the Securities and Exchange Commission or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote (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. Notwithstanding any other provision provisions of this Declaration of Trust, on or any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to by individual series or classes of Sharesclass, except (i1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Act, Shares shall be voted in the aggregate and not by individual series or class class, and (ii2) when the Trustees have determined that the matter affects only the interests of one or more series or classes class, then only Shareholders of such series or classes class shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, 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. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any the By-Laws of the Trust to be taken by Shareholders.

Voting Powers. Section 1. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, 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 with respect to any investment adviser as provided in Article IV, Section 67, (iii) with respect to any Manager termination of the Trust or any series to the extent and as provided in Article IVIX, Section 54, (iv) with respect to any amendment of this Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 67, (viiv) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or by the By-Laws of the Trust or by any registration of the Trust with the Securities and Exchange Commission or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote (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. Notwithstanding any other provision provisions of this Declaration of Trust, on or any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to by individual series or classes of Sharesclass, except (i1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Act, Shares shall be voted in the aggregate and not by individual series or class class, and (ii2) when the Trustees have determined that the matter affects only the interests of one or more series or classes class, then only Shareholders of such series or classes class shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, 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. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any by By-Laws of the Trust to be taken by Shareholders.

Voting Powers. The Shareholders shall have power to vote only (ia) for the election 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 except as less than a majority of the Trustees have been elected required by the Shareholdersapplicable law, (iib) for the removal of Trustees as provided in Article IV, Section 65, (iiic) with respect to any Manager as provided in Article IV, Section 54, (ivd) with respect to any amendment of this Declaration of Trust as provided in Article IVIX, Section 98, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vie) with respect to the termination of the Trust or a series or class of Shares as provided in Article IX, Section 65, (viif) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiig) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the By-Laws of the Trust or any registration of the Trust with the Commission or any state, or as the Trustees may consider 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. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, Shareholders all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Shares, except (i1) 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 then Shares shall be voted by individual series or class and (ii2) when the Trustees have determined that the matter affects only the interests of one or more series or classes then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Shares of any series or class are issued and outstanding, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any the By-Laws of the Trust to be taken by Shareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election 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, Section 6, (iii) with respect to any Manager as provided in Article IV, Section 5, (iv) with respect to any amendment of this Declaration of Trust as provided in Article IVIX, Section 98, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IVIX, Section 54, (vi) with respect to the termination of the Trust or a series or class of Shares as provided in Article IX, Section 65, (vii) to the same extent as the stockholders of a Massachusetts business corporation, as to whether or not a court action, proceeding or claim should be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (viii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the By-Laws of the Trust or any registration of the Trust with the Commission or any state, or as the Trustees may consider 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. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Shares, except (i1) 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 then Shares shall be voted by individual series or class and (ii2) when the Trustees have determined that the matter affects only the interests of one or more series or classes classes, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Shares of any series or class are issued and outstanding, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any By-Laws of the Trust to be taken by Shareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, 1 of this the 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 may be required by the Shareholders1940 Act, (ii) for the removal of Trustees with respect to any Manager or sub-adviser as provided in Article IV, Section 66 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to the termination of the Trust or any Manager series or class of Shares to the extent and as provided in Article IVIX, Section 54 of the Declaration of Trust, (iv) with respect to any amendment of this the Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 68 of the Declaration of Trust, (viiv) to the same extent as the stockholders of a Massachusetts business corporation, as to corporation a 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this the Declaration of Trust, or the By-Laws of the 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 (except that in the election of Trustees said vote may be cast for as many persons as there are Trustees to be elected)vote, and each fractional Share shall will be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Sharesby individual series, 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 Act, Shares shall be voted in the aggregate and not 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 of Shares, then only Shareholders of such series or classes class shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, 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 exercise, and the burden of proving invalidity shall rest on the challenger. Whenever At any time when no Shares of any a series or class are issued and outstanding, outstanding the Trustees may exercise with respect to such series or class all rights of Shareholders of that series or class with respect to matters affecting that series or class and may with respect to that series or class take any action required by law, this the Declaration of Trust or any By-Laws of the Trust these Bylaws to be taken by Shareholdersthe Shareholders thereof. Nothing in the Declaration of Trust or these Bylaws shall restrict the power of the Trustees to terminate any series or class of Shares by written notice to the Shareholders of such series, 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 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, Section 6, (iii) with respect to any Manager as provided in Article IV, Section 5, (iv) with respect to any amendment of this Declaration of Trust as provided in Article IVIX, Section 98, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IVIX, Section 54, (vi) with respect to the termination of the Trust or a series of Shares as provided in Article IX, Section 65, (vii) to the same extent as the stockholders of a Massachusetts business corporation, as to whether or not a court action, proceeding or claim should be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (viii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the By-Laws of the Trust or any registration of the Trust with the Commission or any state, or as the Trustees may consider 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. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Sharesby individual series, 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 Act, Shares shall be voted in the aggregate and not 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 series, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any By-Laws of the Trust to be taken by Shareholders.

Voting Powers. Section 1. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, 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 with respect to any investment adviser as provided in Article IV, Section 67, (iii) with respect to any Manager termination of the Trust or any series to the extent and as provided in Article IVIX, Section 54, (iv) with respect to any amendment of this Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 67, (viiv) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or by the By-Laws of the Trust or by any registration of the Trust with the Securities and Exchange Commission or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote (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. Notwithstanding any other provision provisions of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Sharesby individual series, except (i1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Act, Shares shall be voted in the aggregate and not by individual series or class series, and (ii2) when the Trustees have determined that the matter affects only the interests of one or more series or classes series, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, 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. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any of the By-Laws of the Trust to be taken by Shareholders.

Voting Powers. Section 1. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, 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 with respect to any Manager or Sub-Adviser as provided in Article IV, Section 66 of this Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager termination of this Trust to the extent and as provided in Article IVIX, Section 54 of this Declaration of Trust, (iv) with respect to any amendment of this Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 67 of this Declaration of Trust, (viiv) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the By-Laws of the Trust or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share 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. Notwithstanding any other provision of this Declaration of Trust, on On any matter submitted to a vote of Shareholders, Shareholders all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Sharesby individual Series, 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 Act, Shares shall be voted in the aggregate and not by individual series or class Series and (ii) when the Trustees have determined that the matter affects only the interests of one or more series Series or classes Classes, then only Shareholders of such series Series or classes Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action permitted or required of the Shareholders by law, this Declaration of Trust or any the By-Laws of the Trust to be taken by ShareholdersLaws.

Voting Powers. The Subject to the voting rights established with respect to a particular Class in the By-Laws or the resolutions establishing such Class, the Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IV, Section 1, 2 of this Declaration of TrustArticle VII; 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, (iib) for the removal of Trustees as provided in Article IVII, Section 65(a); (c) any investment advisory, sub-advisory or management contract to the extent required by the 1940 Act; (iiid) with respect to any Manager as provided in Article IV, Section 5, (iv) with respect to any the amendment of this Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 6, 9; (viie) to the same extent as the stockholders of a Massachusetts business corporation, as to whether or not a court action, proceeding or claim should be brought or maintained derivatively or as a class action on behalf conversion of the Trust or to an open-end investment company to the Shareholdersextent provided in Article IX, Section 4; (f) the reorganization of the Trust to the extent provided in Article IX, Section 5; (g) to approve a transaction subject to Article IX, Section 6, and (viiih) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the By-Laws of the Trust 1940 Act or any registration of the Trust with the Commission or any stateState, or as the Trustees may consider desirable. Each In the event there are any Outstanding Shares of any Series or Classes, on any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or Class, except (a) as provided with respect to a particular Class in the By-Laws or the resolutions establishing such Class, (b) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (c) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote thereon. As determined by the Trustees without the vote or consent of Shareholders and except as provided with respect to a particular Class in the By-Laws or the resolutions establishing such Class, on any matter submitted to a vote of Shareholders either (i) each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote or (except ii) each dollar of net asset value (number of Shares owned times net asset value per Share of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that in the election of Trustees said each whole Share shall be entitled to one vote may be cast for as many persons as there are Trustees to be elected), any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Shares, except (i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Shares shall be voted by individual series or class and (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-Laws. The By-Laws may provide that proxies may be given by any electronic or telecommunications device or in any other manner, but if a proposal by anyone other than the officers or Trustees is submitted to a vote of the Shareholders, 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. A proxy with respect to Until 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 Series are issued, as to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Shares of any series or class are issued and outstanding, that Series the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust or any the By-Laws Laws. Meetings of Shareholders shall be called and notice thereof and record dates therefor shall be given and set as provided in the Trust to be taken by ShareholdersBy-Laws.

Voting Powers. The Shareholders shall have power to vote only (i) for the election 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 or removal of Trustees as provided in Article IVSections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 65.2 hereof as to which Shareholder approval is as required by the 1940 Act, (iii) with respect to any Manager termination or reorganization of the Trust or any Portfolio to the extent and as provided in Article IV, Section 5Sections 9.1 and 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IV, Section 99.3 hereof, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares as provided in Article IX, Section 6, (vii) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by lawthe 1940 Act, by this Declaration of Trust, or the By-Laws of the Trust or any registration of the Trust with the Commission (or any statesuccessor agency) or any State, 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, they shall cause each matter required or permitted to be entitled voted upon at a meeting or by written consent of Shareholders to one be submitted to a separate vote as to any matter on which it is of the outstanding Shares of each Portfolio entitled to vote (except thereon; provided 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. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Shares, except (i) when expressly required by this Declaration or by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Shares Act, actions of Shareholders shall be voted taken by individual series or class Single Class Voting of all outstanding Shares of each Series whose holders are entitled to vote thereon; and (ii) when the Trustees have determined determine that the any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more series or classes but not all Portfolios, then only the Shareholders of such series or classes the Portfolios so affected shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Shares of any series or class are issued and outstanding, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any By-Laws of the Trust to be taken by Shareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election 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 or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 68 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 5Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any amendment termination of this Declaration of Trust to the extent and as provided in Article IVIX, Section 94 of the Declaration of Trust (for the avoidance of any doubt, (v) with respect Shareholders shall have no separate right to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) 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 67 of the Declaration of Trust, (viivi) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivii) with respect to such additional matters relating to the Trust as may be required by law, by this the Declaration of Trust, or the By-Laws of the 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 (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. Notwithstanding any other provision of this , except as otherwise provided in the Declaration of Trust, on these Bylaws, or required by applicable law (including any matter submitted voting, Share ownership or similar limitations or requirements that may apply to a vote of Shareholders, all Shareholder). Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to by individual series or classes of Shares, except (i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Act, Shares shall be voted in the aggregate and not by individual series or class and series, (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes 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 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. Whenever no Until Shares of any a particular class or series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this the Declaration of Trust or any By-Laws of the Trust these Bylaws to be taken by ShareholdersShareholders as to such class or series. For the avoidance of doubt, the foregoing shall not prevent or limit the application to any Shareholder of any voting, share ownership or similar limitations or requirements set forth in these Bylaws or the Declaration of Trust. 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 As determined by the Trustees without the vote or consent of Shareholders shall have power (except as required by the 1940 Act), on any matter submitted to a vote only of Shareholders, either (i) for the election 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, Section 6, (iii) with respect to any Manager as provided in Article IV, Section 5, (iv) with respect to any amendment of this Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares as provided in Article IX, Section 6, (vii) to the same extent as the stockholders of a Massachusetts business corporation, as to whether or not a court action, proceeding or claim should be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (viii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the By-Laws of the Trust or any registration of the Trust with the Commission or any state, or as the Trustees may consider desirable. Each each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote or (except ii) each dollar of Net Asset Value (number of Shares owned times Net Asset Value per share of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Trustees in any way to designate otherwise in accordance with the preceding sentence, the Trustees hereby establish that in the election of Trustees said each whole Share shall be entitled to one vote may be cast for as many persons as there are Trustees to be elected), any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trustthese By-Laws, on any matter submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Sharesaggregate, 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 Act, Shares shall be voted by individual series or class and Series; (ii) when the matter involves any action that the Trustees have determined that the matter affects will affect only the interests of one or more series or classes Series, then only Shareholders of such series Series shall be entitled to vote thereon; and (iii) when the matter involves any action that the Trustees have determined will affect only the interests of one or classes more Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Notwithstanding anything contained in these By-Laws, in the event a proposal by anyone other than the officers or Trustees of the Trust is submitted to a vote of the Shareholders of one or more Series or Classes thereof or of the Trust, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees of the Trust, Shares may be voted only in person or by proxywritten proxy at a meeting. A proxy with respect to Until Shares held in the name of two or more persons shall be valid if executed by any one of them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Shares of any series or class Series are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this the Declaration of Trust or any these By-Laws of the Trust to be taken by the Shareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, 1 and Article V of this the 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 with respect to any Adviser or Sub-Adviser as provided in Article IV, Section 66 of the Declaration of Trust to the extent required by the Investment Company Act of 1940 and the rules and regulations thereunder, (iii) with respect to any Manager termination of this Trust to the extent and as provided in Article IVIX, Section 54 of the Declaration of Trust, (iv) with respect to any amendment of this the Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 67 of the Declaration of Trust, (viiv) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this the Declaration of Trust, or the these By-Laws of the Trust laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share 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. Notwithstanding any other provision of this Declaration of Trust, on On any matter submitted to a vote of Shareholders, Shareholders all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Sharesby individual series, 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 Act, Shares shall be voted in the aggregate and not by individual series or class and (ii) when the Trustees have determined that the matter mater affects only the interests of one or more series or classes series, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this the Declaration of Trust or any these By-Laws of the Trust laws to be taken by Shareholders.

Voting Powers. The Shareholders shall have power to vote only (i) ------------- for the election of Trustees as provided in Article IV, Section 1, 1 of this the 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 with respect to any Manager or Sub-Manager as provided in Article IV, IV Section 66 the Declaration of Trust to the extent required by the Investment Company Act of 1940 and the rules and regulations thereunder, (iii) with respect to any Manager termination of this Trust to the extent and as provided in Article IVIX, Section 54 of the Declaration of Trust, (iv) with respect to any amendment of this the Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 67 of the Declaration of Trust, (viiv) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this the Declaration of Trust, or the these By-Laws of the Trust laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share 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. Notwithstanding On any other provision of this Declaration of Trust, on any matter mater submitted to a vote of Shareholders, Shareholders all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Sharesby individual series, 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 Act, Shares shall be voted in the aggregate and not 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 series, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this the Declaration of Trust or any these By-Laws of the Trust laws to be taken by Shareholders.

Voting Powers. SECTION 1. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, 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 with respect to any investment adviser as provided in Article IV, Section 67, (iii) with respect to any Manager termination of the Trust or any series to the extent and as provided in Article IVIX, Section 54, (iv) with respect to any amendment of this Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 67, (viiv) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or by the By-Laws of the Trust or by any registration of the Trust with the Securities and Exchange Commission or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote (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. Notwithstanding any other provision provisions of this Declaration of Trust, on or any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to by individual series or classes of Sharesclass, except (i1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Act, Shares shall be voted in the aggregate and not by individual series or class class, and (ii2) when the Trustees have determined that the matter affects only the interests of one or more series or classes class, then only Shareholders of such series or classes class shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, 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. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any by By-Laws of the Trust to be taken by Shareholders.

Voting Powers. The Shareholders shall have power to vote only --------- ------------- (i) for the election 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 IVVI, Section 6, (iii) with respect to any Manager as provided in Article IV, Section 5, (iv) with respect to any amendment of this Declaration of Trust as provided in Article IVIX, Section 98, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares as provided in Article IX, Section 6, (vii) to the same extent as the stockholders of a Massachusetts business corporation, as to whether or not a court action, proceeding or claim should be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders5, and (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or by the By-Laws of the Trust or any registration of the Trust with the Commission or any state, or as the Trustees may consider 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. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Shares, except (i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Shares shall be voted by individual series or class and (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Shares of any series or class are issued and outstanding, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any By-Laws of the Trust to be taken by Shareholders.

Voting Powers. The Shareholders shall have power to vote only with respect to (ia) for the election of Trustees as provided in Article IV, Section 1, 2 of this Declaration of TrustArticle; 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, (iib) for the removal of Trustees as provided in Article IVII, Section 6, 3(d); (iiic) with respect to any Manager investment advisory or management contract as provided in Article IVVII, Section 5, 1; (ivd) with respect to any the amendment of this Declaration of Trust Instrument to the extent and as provided in Article IVX, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares as provided in Article IX, Section 6, (vii) to the same extent as the stockholders of a Massachusetts business corporation, as to whether or not a court action, proceeding or claim should be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, 8; and (viiie) with respect to such additional matters relating to the Trust as may be required or authorized by law, by this Declaration of TrustTrust Instrument, or the By-Laws of the Trust Bylaws or any registration of the Trust with the Commission or any stateState, or as the Trustees may consider 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. Notwithstanding any other provision of this Declaration of Trust, on On any matter submitted to a vote of the Shareholders, all Shares of shall be voted by individual Series or Class, except (a) when required by the Trust then entitled to vote 1940 Act, Shares shall be voted in the aggregate as a single class without regard to series or classes of Shares, except (i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Shares shall be voted and not by individual series Series or class Class, and (iib) when the Trustees have determined that the matter affects only the interests of more than one Series or more series or classes Class, then only the Shareholders of all such series affected Series or classes Classes shall be entitled to vote thereon. Each holder of Shares of each Series or Class, as applicable, shall be entitled to one vote for each Shares standing in such Shareholder’s name on the books of the Trust on the record date for such vote (with references in this Declaration of Trust to “Shares voted” or Shares “entitled to vote” interpreted as “votes cast” or “votes entitled to be cast”). 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 or in any manner provided for in the Bylaws. The Bylaws may provide that proxies may be given by any electronic or telecommunications device or in any other manner, but if a proposal by anyone other than the officers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees, Shares may be voted only in person or by written proxy. A proxy with respect to Until 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 Series are issued, as to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Shares of any series or class are issued and outstanding, that Series the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Declaration of Trust Instrument or any By-Laws of the Trust to be taken by ShareholdersBylaws.

Voting Powers. The Shareholders Interestholders shall have power --------- ------------- to vote only (i) for the election of Trustees as provided in Article IV, Section 1, of this Declaration of Trust; provided, however, that no meeting of Shareholders -------- ------- Interestholders 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 ShareholdersInterestholders, (ii) for the removal of Trustees as provided in Article IV, Section 6, (iii) with respect to any Manager as provided in Article IV, Section 5, (iv) with respect to any amendment of this Declaration of Trust as provided in Article IVX, Section 98, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares Interests as provided in Article IXX, Section 6, (vii) to the same extent as the stockholders of a Massachusetts business corporation, as to whether or not a court action, proceeding or claim should be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders4, and (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the By-Laws of the Trust or any registration of the Trust with the Commission or any state, or as the Trustees may consider desirable. Each whole Share Interest 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 Interest shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of ShareholdersInterestholders, all Shares Interests of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of SharesInterests, 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 Interests shall be voted by individual series or class and (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes then only Shareholders Interestholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares Interests may be voted in person or by proxy. A proxy with respect to Shares Interests held in the name of two or more persons shall be valid if executed by any one of them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder Interestholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Shares Interests of any series or class are issued and outstanding, the Trustees may exercise with respect to such series or class all rights of Shareholders Interestholders and may take any action required by law, this Declaration of Trust or any By-Laws of the Trust to be taken by ShareholdersInterestholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, I of this the Declaration of Trust; provided, howeverPROVIDED, HOWEVER, that no meeting of Shareholders is required require 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 with respect to any Manager or Sub-Adviser as provided in Article IV, Section 66 of the Declaration of Trust to the extent required by the Investment Company Act of 1940 and the rules and regulations thereunder, (iii) with respect to any Manager termination of this Trust to the extent and as provided in Article IVIX, Section 54 of the Declaration of Trust, (iv) with respect to any amendment of this the Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 67 of the Declaration of Trust, (viiv) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this the Declaration of Trust, or the By-Laws of the Trust these Bylaws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share 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. Notwithstanding any other provision of this Declaration of Trust, on On any matter submitted to a vote of Shareholders, Shareholders all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Sharesby individual series, 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 Act, Shares shall be voted in the aggregate and not 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 series, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this the Declaration of Trust or any By-Laws of the Trust these Bylaws to be taken by Shareholdersshareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, 1 and Article V of this the 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 with respect to any Manager or Sub-Adviser as provided in Article IV, Section 66 of the Declaration of Trust to the extent required by the Investment Company Act of 1940 and the rules and regulations thereunder, (iii) with respect to any Manager termination of this Trust to the extent and as provided in Article IVIX, Section 54 of the Declaration of Trust, (iv) with respect to any amendment of this the Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent as provided in Article IX, Section 67 of the Declaration of Trust, (viiv) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this the Declaration of Trust, or the these By-Laws of the Trust laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share 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. Notwithstanding any other provision of this Declaration of Trust, on On any matter submitted to a vote of Shareholders, Shareholders all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Sharesby individual series, 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 Act, Shares shall be voted in the aggregate and not 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 series, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this the Declaration of Trust or any these By-Laws of the Trust laws to be taken by Shareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election 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 or removal of Trustees as provided in Article IV, Sections 4.1(c) and (e) hereof; (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 65.2 hereof as to which Shareholder approval is required by the 1940 Act, (iii) with respect to any Manager termination or reorganization of the Trust or any Portfolio to the extent and as provided in Article IV, Section 5, Sections 9.1 and 9.2 hereof; (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IV, Section 99.3 hereof, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares as provided in Article IX, Section 6, (vii) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by lawthe 1940 Act, by this Declaration of Trust, or the By-Laws of the Trust Bylaws or any registration of the Trust with the Commission (or any statesuccessor agency) or any State, 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 entitled voted upon at a meeting or by written consent of Shareholders to one be submitted to a separate vote as to any matter on which it is of the outstanding Shares of each Portfolio entitled to vote (except thereon; PROVIDED, 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. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Shares, except (i) when expressly required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Shares by other law, actions of Shareholders shall be voted taken by individual series or class Single Class Voting of all outstanding Shares of each Series and Class whose holders are entitled to vote thereon; and (ii) when the Trustees have determined determine that the any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more series but not all Series, or classes one or more but not all Classes of a single Series (including without limitation any distribution plan pursuant to Rule 12b-1 under the 1940 Act applicable to such Series or Class), then only the Shareholders of such series the Series or classes Classes so affected shall be entitled to vote thereon. There Without limiting the generality of the foregoing, and except as required by the 1940 Act or other law, the Shareholders of each Class 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 Shares held in the name of two or more persons shall be valid if executed by any one of them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Shares provisions of any series or class are issued and outstanding, distribution plan adopted by the Trustees may exercise with respect pursuant to Rule 12b-1 under the 1940 Act (a "Plan") applicable to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any By-Laws of the Trust to be taken by ShareholdersClass.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, 1 of this the 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 Shareholdersshareholders, (ii) for the removal of Trustees as provided in Article IV, Section 6, (iii) with respect to any Manager or Sub-Manager as provided in Article IV, Section 56 of the Declaration of Trust to the extent required by the Investment Company Act of 1940 and the rules and regulations thereunder (iii) with respect to an termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust, (iv) with respect to any amendment of this the Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 67 of the Declaration of Trust, (viiv) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this laws the Declaration of Trust, or the Trusts these By-Laws of the Trust laws or any registration of the Trust with the Commission (or any statesuccessor 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 (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. Notwithstanding any other provision of this Declaration of Trust, on On any matter submitted to a vote of Shareholders, Shareholders all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Sharesby individual series, 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 Act, Shares shall be voted in the aggregate and not 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 series, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this the Declaration of Trust or any those By-Laws of the Trust laws to be taken by Shareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election 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 or removal of Trustees as provided in Article IV4, Section 6Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any matters required by the 1940 Act, (iii) with respect to any Manager termination of this Trust to the extent and as provided in Article IV9, Section 5, (iv) with respect to any amendment 4 of this the Declaration of Trust as provided in Article IV(for the avoidance of any doubt, Section 9, (v) with respect Shareholders shall have no separate right to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) vote with respect to the termination of the Trust or a series or class of Shares if the Trustees exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article 9, Section 4 of the Declaration of Trust), (iv) with respect to any amendment of the Declaration of Trust to the extent and as provided in Article IX9, Section 69 of the Declaration of Trust, (viiv) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this the Declaration of Trust, or the By-Laws of the 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 (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. Notwithstanding any other provision of this , except as otherwise provided in the Declaration of Trust, on any matter submitted to a vote of Shareholdersthese Bylaws, all or required by applicable law. Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to by individual series or classes of Shares, except (i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Act, Shares shall be voted in the aggregate and not by individual series or class and series, (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes 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 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. Whenever no Until Shares of any a particular class or series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this the Declaration of Trust or any By-Laws of the Trust these Bylaws to be taken by ShareholdersShareholders as to such class or series. 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 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 or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 68 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 5Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any amendment termination of this Declaration of Trust to the extent and as provided in Article IVIX, Section 94(b) of the Declaration of Trust (for the avoidance of any doubt, (v) with respect Shareholders shall have no separate right to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) 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(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 67 of the Declaration of Trust, (viivi) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivii) with respect to such additional matters relating to the Trust as may be required by law, by this the Declaration of Trust, or the By-Laws of the Trust these Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any -7- 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. Notwithstanding any other provision of this , except as otherwise provided in the Declaration of Trust, on any matter submitted to these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration of Trust or in respect of the terms of a vote class of Shareholderspreferred 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 or classes of Shares, except (i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Shares shall be voted by individual series or class and (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, 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. Whenever no Until Shares of any a particular class or series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this the Declaration of Trust or any By-Laws of the Trust these Bylaws to be taken by Shareholders.Shareholders as to such class or series. 10.2

Voting Powers. The Shareholders shall have power to vote only (i) for the election 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 or removal of Trustees as provided in Article IV4, Section 6Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any matters required by the 1940 Act, (iii) with respect to any Manager termination of this Trust to the extent and as provided in Article IV9, Section 5, (iv) with respect to any amendment 4 of this the Declaration of Trust as provided in Article IV(for the avoidance of any doubt, Section 9, (v) with respect Shareholders shall have no separate right to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) 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 9, Section 4 of the Declaration of Trust), (iv) with respect to any amendment of the Declaration of Trust to the extent and as provided in Article IX9, Section 69 of the Declaration of Trust, (viiv) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this the Declaration of Trust, or the By-Laws of the 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 (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. Notwithstanding any other provision of this , except as otherwise provided in the Declaration of Trust, on any matter submitted to a vote of Shareholdersthese Bylaws, all or required by applicable law. Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to by individual series or classes of Shares, except (i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Act, Shares shall be voted in the aggregate and not by individual series or class and series, (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes 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 Shares Xxxxxx 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. Whenever no Until Shares of any a particular class or series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this the Declaration of Trust or any By-Laws of the Trust these Bylaws to be taken by ShareholdersShareholders as to such class or series. 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. For the avoidance of doubt, the foregoing shall not prevent or limit the application to any Shareholder of any voting, share ownership or similar limitations or requirements set forth in these Bylaws or the Declaration of Trust. For purposes of this Article 10, all preferred shares of beneficial interest of the Trust issued and outstanding, if any, shall be treated as a single class.

Voting Powers. The Shareholders shall have power to vote only (i) ------------- for the election 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 or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or subadviser as provided in Article IV, Section 68 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 5Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any amendment termination of this Declaration of Trust to the extent and as provided in Article IVIX, Section 94 of the Declaration of Trust (for the avoidance of any doubt, (v) with respect Shareholders shall have no separate right to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) 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 67 of the Declaration of Trust, (viivi) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivii) with respect to such additional matters relating to the Trust as may be required by law, by this the Declaration of Trust, or the By-Laws of the 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 (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. Notwithstanding any other provision of this , except as otherwise provided in the Declaration of Trust, on any matter submitted to these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration of Trust or in respect of the terms of a vote class of Shareholderspreferred shares of beneficial interest 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 or classes of Shares, except (i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Shares shall be voted by individual series or class and (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, 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. Whenever no Until Shares of any a particular class or series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this the Declaration of Trust or any By-Laws of the Trust these Bylaws to be taken by ShareholdersShareholders as to such class or series.

Voting Powers. SECTION 1. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, 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 with respect to any investment adviser as provided in Article IV, Section 67, (iii) with respect to any Manager termination of the Trust or any series to the extent and as provided in Article IVIX, Section 54, (iv) with respect to any amendment of this Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 67, (viiv) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the By- Laws or the By-Laws of the Trust or by any registration of the Trust with the Securities and Exchange Commission or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote (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. Notwithstanding any other provision provisions of this Declaration of Trust, on or any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to by individual series or classes of Sharesclass, except (i1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Act, Shares shall be voted in the aggregate and not by individual series or class class, and (ii2) when the Trustees have determined that the matter affects only the interests of one or more series or classes class, then only Shareholders of such series or classes class shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, 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. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any by By-Laws of the Trust to be taken by Shareholders.

Voting Powers. The Shareholders shall hall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, 1 of this the Declaration of Trust; , provided, however, that no not meeting of Shareholders is required to be called for the purpose of electing Trustees Trustee unless and until such suck time as less than a majority of the Trustees have been elected by the Shareholdersshareholders, (ii) for the removal of Trustees as provided in Article IV, Section 6, (iii) with respect to any Manager or Sub-Manager as provided in Article IV, Section 56 of the Declaration of Trust to the extent required by the Investment Company Act of 1940 and the rules and regulations thereunder (iii) with respect to an termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust, (iv) with respect to any amendment of this the Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and-as provided in Article IX, Section 67 of the Declaration of Trust, (viiv) to the same extent as the stockholders of a Massachusetts business corporation, corporation as to whether or not a court action, proceeding or claim should or should hot be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this the Declaration of Trust, or the these By-Laws of the Trust laws or any registration of the Trust with the Commission (or any statesuccessor 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 (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. Notwithstanding any other provision of this Declaration of Trust, on On any matter submitted to a vote of Shareholders, Shareholders all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Sharesby individual series, 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 Act, Shares shall be voted in the aggregate and not 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 series, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights right of Shareholders and may take any action required by law, this the Declaration of Trust or any these By-Laws of the Trust laws to be taken by Shareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, 1 of this the 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 may be required by the Shareholders1940 Act, (ii) for the removal of Trustees with respect to any Manager or sub-adviser as provided in Article IV, Section 66 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to the termination of the Trust or any Manager series or class of Shares to the extent and as provided in Article IVIX, Section 54 of the Declaration of Trust, (iv) with respect to any amendment of this the Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 68 of the Declaration of Trust, (viiv) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this the Declaration of Trust, or the By-Laws of the 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 (except that in the election of Trustees said vote may be cast for as many persons as there are Trustees to be elected)vote, and each fractional Share shall will be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Sharesby individual series, 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 Act, Shares shall be voted in the aggregate and not 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 of Shares, then only Shareholders of such series or classes class shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, 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 exercise, and the burden of proving invalidity shall rest on the challenger. Whenever At any time when no Shares of any a series or class are issued and outstanding, outstanding the Trustees may exercise with respect to such series or class all rights of Shareholders of that series or class with respect to matters affecting that series or class and may with respect to that series or class take any action required by law, this the Declaration of Trust or any By-Laws of the Trust these Bylaws to be taken by Shareholdersthe Shareholders thereof. Nothing in the Declaration of Trust or these Bylaws shall restrict the power of the Trustees to terminate any series or class of Shares by written notice to the Shareholders of such series, 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, Section 1, 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, Section 6, (iii) with respect to any Manager as provided in Article IV, Section 5, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IVIX, Section 97 of this Declaration of Trust, (viii) with respect to a consolidation, merger or certain sales of assets transactions and other matters to the extent and as provided in Article IVV, Section 56 of this Declaration of Trust, (viiv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4 of this Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series of Shares as provided in if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust pursuant to Article IX, Section 64 of this Declaration of Trust, (vii) and 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 be brought or maintained derivatively or as a class action on behalf Class of the Trust or the ShareholdersShares), and (viiiv) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, 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. Notwithstanding any other provision of this Declaration of Trust, on On any matter submitted to a vote of Shareholders, 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 Series or classes Classes of Shares, except that (i1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series Series or classes differently Classes of Shares materially differently, Shares shall be voted by individual series Series or class Class and (ii2) when the Trustees have determined that the matter affects only the interests of one or more series Series or classes then Classes, only Shareholders of such series Series or classes Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action permitted or required of the Shareholders by law, this Declaration of Trust or any the By-Laws of the Trust to be taken by Shareholders.Laws. Meetings

Voting Powers. The Shareholders shall have power to vote only (i) for the election 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 or removal of Trustees as provided in Article IVSections 4.1(c) and (e) hereof, (ii) with respect to the approval or termination in accordance with the 1940 Act of any contract with a Contracting Party as provided in Section 65.2 hereof as to which Shareholder approval is as required by the 1940 Act, (iii) with respect to any Manager termination or reorganization of the Trust or any Portfolio to the extent and as provided in Article IV, Section 5Sections 9.1 and 9.2 hereof, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IV, Section 99.3 hereof, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares as provided in Article IX, Section 6, (vii) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by lawthe 1940 Act, by this Declaration of Trust, or the By-Laws of the Trust or any registration of the Trust with the Commission (or any statesuccessor agency) or any State, 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, they shall cause each matter required or permitted to be entitled voted upon at a meeting or by written consent of Shareholders to one be submitted to a separate vote as to any matter on which it is of the outstanding Shares of each Portfolio entitled to vote (except thereon; provided, 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. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Shares, except (i) when expressly required by this Declaration or by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Shares Act, actions of Shareholders shall be voted taken by individual series or class and Single Class Voting of all outstanding Shares of each Series whose holders are entitled to vote thereon; (ii) when the Trustees have determined determine that the any matter to be submitted to a vote of Shareholders affects only the rights or interests of Shareholders of one or more series or classes but not all Portfolios, then only the Shareholders of such series or classes the Portfolios so affected shall be entitled to vote thereon. There ; (iii) the Shareholders of the Class A Shares of a particular Portfolio shall be no cumulative have (A) exclusive voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy rights with respect to Shares held in provisions of any distribution plan adopted by the name of two or more persons shall be valid if executed by any one of them, unless at or prior Trustees pursuant to exercise of Rule 12b-1 under the proxy the Trust receives 1940 Act (a specific written notice "Plan") applicable to the contrary from any one of them. Class 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 Shares and the burden of proving invalidity shall rest on the challenger. Whenever (B) no Shares of any series or class are issued and outstanding, the Trustees may exercise voting rights with respect to provisions of any plan applicable to the Class B Shares of such series or class all rights of Portfolio; and (iv) the Shareholders and may take any action required by law, this Declaration of Trust or any By-Laws of the Trust Class B Shares of a particular Portfolio shall have (A) exclusive voting rights with respect to be taken by Shareholdersprovisions of any Plan applicable to the Class B Shares and (B) no voting rights with respect to provisions of any Plan applicable to Class A Shares of such Portfolio.

Voting Powers. The 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 By-Laws, Shareholders shall have power to vote only (i) for the election 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 Shareholdersherein, (ii) for the removal of Trustees as provided in Article IV, Section 6herein, (iii) with respect to any Manager matter as provided in Article IV, Section 5to which shareholder action is required by the 1940 Act, (iv) with respect to any voluntary liquidation, dissolution, winding up, merger or consolidation or sale of all or substantially all of the assets of the Trust to the extent and as provided herein, (v) with respect to any amendment of this Declaration of Trust as or the By-Laws to the extent provided in Article IV, Section 9, (v) with respect to a consolidation, merger 7.4 herein or certain sales of assets as provided in Article IV, Section 5the By-Laws, (vi) with respect to the termination of the Trust or a series of Shares as provided in Article IX, Section 6, (vii) to the same extent as the stockholders of a Massachusetts business corporation, 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 Class action on behalf of the Trust or the Shareholders, and (viiivii) with respect to such additional matters relating to the Trust as may be required or as the Trustees may consider necessary or desirable. On any matter required or permitted to be voted on by lawthe Shareholders, all Shares then entitled to vote shall be voted in the aggregate as a single Class without regard to Class or Series, except (i) when required by this Declaration of Trust, or the By-Laws or by the 1940 Act, or when the Trustees shall have determined that any matter to be submitted to a vote of the Trust Shareholders affects the rights or any registration interests of the Trust with the Commission Shareholders of one or any statemore Classes or Series materially differently, Shares shall be voted by individual Class or as Series; and (ii) when the Trustees may consider desirableshall have determined that the matter affects only the interests of one or more Classes or Series, then only the Shareholders of such Class or Classes or Series shall be entitled to vote thereon. Each 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. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Shares, except (i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Shares shall be voted by individual series or class and (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any the By-Laws of the Trust to be taken by Shareholders.

Voting Powers. Section 1. The Shareholders shall have power to vote only (i) for the election 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 with respect to any Adviser or Portfolio Manager as and to the removal of Trustees as extent provided in Article IV, Section 6, (iii) with respect to any Manager termination of this Trust to the extent and as provided in Article IVIX, Section 54, (iv) with respect to any amendment of this Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 68, (viiv) to the same extent as the stockholders of a Massachusetts business corporation, corporation as to whether or not a court action, proceeding or claim should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the By-Laws of the Trust or any registration of the Trust with the Commission or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote (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. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Shares, by individual series; except that (i1) when required by the 1940 Act or when to be voted in the Trustees shall have determined that the matter affects one or more series or classes differently aggregate, Shares shall not be voted by individual series or class series; and (ii2) when the Trustees have determined that the matter affects only the interests of Shareholders of one or more series or classes classes, then only Shareholders of such series or classes class(es) 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 , subject to Shares held any requirements contained 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 themBy-laws. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any the By-Laws of the Trust to be taken by Shareholders.

Voting Powers. Section 1. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, 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 with respect to any Adviser as provided in Article IV, Section 6, (iii) with respect to any Manager termination of this Trust to the extent and as provided in Article IVIX, 8 Section 54, (iv) with respect to any amendment of this Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 67, (viiv) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, 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. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Shares, and not by individual series; except (i1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Act, Shares shall be voted by individual series or class series; and (ii2) when the Trustees have determined that the matter affects only the interests of one or more series or classes of Shares, then only Shareholders of such series or classes of Shares, as the case may be, shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any by By-Laws of the Trust to be taken by Shareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, of this Declaration of Trust2.13; 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 with respect to termination of the removal of Trustees Trust or a Series or Class thereof as provided in Article IV, Section 6, 7.2; (iii) with respect to any Manager a merger, consolidation or sale of assets as provided in Article IV, Section 5, 7.2; (iv) with respect to any amendment of this Declaration of Trust a conversion from a "closed-end fund" to an "open-end fund" as provided in Article IV, Section 9, 7.4; (v) with respect to a consolidation, merger or certain sales incorporation of assets the Trust to the extent and as provided in Article IV, Section 5, 7.5; (vi) with respect to the termination of the Trust or a series of Shares as provided in Article IX, Section 6, (vii) to the same extent as the stockholders of a Massachusetts business corporation, 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 Shareholders, Shareholders of either; and (viiivii) with respect to such additional matters relating to the Trust as may be required by lawthis Declaration, the By-laws or any registration of the Trust as an investment company under the 1940 Act with the Commission (or any successor agency) or as the Trustees may consider necessary or desirable. On any matter required or permitted to be voted on by the Shareholders, all Shares then entitled to vote shall be voted in the aggregate as a single class without regard to Class or Series, except (i) when required by this Declaration of Trust, or the By-Laws or by the 1940 Act, or when the Trustees shall have determined that any matter to be submitted to a vote of the Trust Shareholders affects the rights or any registration interests of the Trust with the Commission Shareholders of one or any statemore Classes or Series materially differently, Shares shall be voted by individual Class or as Series; and (ii) when the Trustees may consider desirableshall have determined that the matter affects only the interests of one or more Classes or Series, then only the Shareholders of such Class or Classes or Series shall be entitled to vote thereon. Each 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. Notwithstanding The Trustees may, in conjunction with the establishment of any other provision of this Declaration of Trust, on further Series or any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes Classes of Shares, except (i) when required by establish conditions under which the 1940 Act several Series or when the Trustees Classes of Shares shall have determined that the matter affects one separate voting rights or more series or classes differently Shares shall be voted by individual series or class and (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Shares of any series or class are issued and outstanding, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any By-Laws of the Trust to be taken by Shareholders.voting

Voting Powers. Section 1. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, 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 with respect to any investment adviser as provided in Article IV, Section 67, (iii) with respect to any Manager termination of the Trust or any series to the extent and as provided in Article IVIX, Section 54, (iv) with respect to any amendment of this Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 67, (viiv) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or by the By-Laws of the Trust or by any registration of the Trust with the Securities and Exchange Commission or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote (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. Notwithstanding any other provision provisions of this Declaration of Trust, on or any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to by individual series or classes of Sharesclass, except (i1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Act, Shares shall be voted in the aggregate and not by individual series or class class, and (ii2) when the Trustees have determined that the matter affects only the interests of one or more series or classes class, then only Shareholders of such series or classes class shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, 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. 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 exorcise and the burden of proving invalidity shall rest on the challenger. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any the By-Laws of the Trust to be taken by Shareholders.

Voting Powers. Section 1. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, 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 with respect to the removal approval of Trustees any investment advisory contract as provided in Article IV, Section 67, (iii) with respect to any Manager termination of the Trust to the extent and as provided in Article IVIX, Section 54, (iv) with respect to any amendment of this Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 67, (viiv) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the By-Laws of the Trust or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share 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. Notwithstanding any other provision of this Declaration of Trust, on On any matter submitted to a vote of Shareholders, Shareholders all Shares of the Trust then entitled to vote vote, irrespective of series, shall be voted in the aggregate as a single class without regard to series or classes of Sharesand not by series, except (i1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Act, Shares shall be voted by individual series or class series, in which event, unless otherwise required by the 1940 Act, a vote of Shareholders of all shares of the Trust, irrespective of series, shall not be required; and (ii2) when the Trustees have determined that the matter affects only the interests of one or more series or classes series, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, 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. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any the By-Laws of the Trust to be taken by Shareholders.

Voting Powers. The Shareholders shall have power to vote only (i) ------------- for the election of Trustees as provided in Article IV, Section 1, 1 of this the 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 with respect to any Manager or Sub-Adviser as provided in Article IV, Section 66 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager termination of this Trust to the extent and as provided in Article IVIX, Section 54 of the Declaration of Trust, (iv) with respect to any amendment of this the Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 67 of the Declaration of Trust, (viiv) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this the Declaration of Trust, or the By-Laws of the 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 (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. Notwithstanding any other provision of this Declaration of Trust, on On any matter submitted to a vote of Shareholders, Shareholders all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Sharesby individual series, 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 Act, Shares shall be voted in the aggregate and not 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 series, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, 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. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this the Declaration of Trust or any By-Laws of the Trust these Bylaws to be taken by Shareholdersshareholders.

Voting Powers. Section 1. The Shareholders shall have power to vote only only: (ia) for the election or removal of Trustees as provided in Article IV, Section 1, of this Declaration of Trust; provided, however, that no meeting of Shareholders is required (b) with respect 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 any investment adviser or manager as provided in Article IV, Section 6, ; (iiic) with respect to any Manager termination or reorganization of the Trust to the extent and as provided in Article IVIX, Section 5, 1; (ivd) with respect to any amendment of this Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 64; (e) with respect to any conversion of the Trust as provided in Article IX, Section 5; (viif) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiig) with respect to such additional matters relating to the Trust as may be required by law, by the 1940 Act, this Declaration of Trust, or the By-Laws Laws, any resolution of the Trust or 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 (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. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Shares, except (i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Shares shall be voted by individual series or class and (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, 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. 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. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any by the By-Laws of the Trust to be taken by Shareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, 1 of this the 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 with respect to any Manager or Sub-Manager as provided in Article IV, Section 66 of the Declaration of Trust to the extent required by the Investment Company Act of 1940 and the rules and regulations thereunder, (iii) with respect to any Manager termination of this Trust to the extent and as provided in Article IVIX, Section 54 of the Declaration of Trust, (iv) with respect to any amendment of this the Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 67 of the Declaration of Trust, (viiv) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this the Declaration of Trust, or the these By-Laws of the Trust laws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote in person or by proxy 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. Notwithstanding any other provision of this Declaration of Trust, on On any matter submitted to a vote of Shareholders, Shareholders all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Sharesby individual series, 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 Act, Shares shall be voted in the aggregate and not 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 series, 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. Until Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this the Declaration of Trust or any these By-Laws of the Trust laws to be taken by Shareholders.

Voting Powers. The Shareholders shall have power to vote only (i) for the election 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 or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 68 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 5Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any amendment termination of this Declaration of Trust to the extent and as provided in Article IVIX, Section 94 of the Declaration of Trust (for the avoidance of any doubt, (v) with respect Shareholders shall have no separate right to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) 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 67 of the Declaration of Trust, (viivi) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivii) with respect to such additional matters relating to the Trust as may be required by law, by this the Declaration of Trust, or the By-Laws of the 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 (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. Notwithstanding any other provision of this , except as otherwise provided in the Declaration of TrustTrust or these Bylaws, on any matter submitted to a vote or as required by applicable law. Except as otherwise provided in the Declaration of ShareholdersTrust 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 or classes of Shares, except (i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Shares shall be voted by individual series or class and (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, 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. Whenever no Until Shares of any a particular class or series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this the Declaration of Trust or any By-Laws of the Trust these Bylaws to be taken by ShareholdersShareholders as to such class or series.

Voting Powers. The Shareholders shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, l of this the Declaration of Trust; , provided, however, that no meeting of Shareholders 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 Shareholdersshareholders, (ii) for the removal of Trustees as provided in Article IV, Section 6, (iii) with respect to any Manager or Sub-Manager as provided in Article IV, Section 56 of the Declaration of Trust to the extent required by the Investment Company Act and the rules and regulations thereunder, (iii) with respect to a termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust, (iv) with respect to any amendment of this the Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 67 of the Declaration of Trust, (viiv) to the same extent as the stockholders of a Massachusetts business corporation, corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholdersshareholders, and (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this the Declaration of Trust, or the these By-Laws of the Trust or any registration of the Trust with the Securities and Exchange Commission (or any statesuccessor agency) or any State, or as the Trustees may consider necessary or desirable. Each whole Share 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 share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on On any matter submitted to a vote of Shareholders, shareholders all Shares shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Sharesby individual series, 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 Investment Company Act, shares shall be voted in the aggregate and not 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 series, then only Shareholders 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 for 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. A proxy purporting to be executed by or on behalf of a Shareholder shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Shares of any series or class Until shares are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders shareholders and may take any action required by law, this the Declaration of Trust or any those By-Laws of the Trust to be taken by Shareholdersshareholders.

Voting Powers. SECTION 1. The Shareholders shall have power to vote only only: (ia) for the election or removal of Trustees as provided in Article IV, Section 1, of this Declaration of Trust; provided, however, that no meeting of Shareholders is required (b) with respect 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 any investment adviser or manager as provided in Article IV, Section 6, ; (iiic) with respect to any Manager termination or reorganization of the Trust to the extent and as provided in Article IVIX, Section 5, 1; (ivd) with respect to any amendment of this Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 6, 4; (viie) with respect to any conversion of the same extent as the stockholders of a Massachusetts business corporation, 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 (viiig) with respect to such additional matters relating to the Trust as may be required by law, by the 1940 Act, this Declaration of Trust, or the By-Laws Laws, any resolution of the Trust or 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 (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. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Shares, except (i) when required by the 1940 Act or when the Trustees 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 and Notes may be voted in person or by proxy. A proxy with respect to Shares or Notes 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 the 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 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. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any by the By-Laws of the Trust to be taken by Shareholders.. SHAREHOLDERS' MEETINGS

Voting Powers. The Shareholders shall have power to vote only (ia) for the election of Trustees as provided in Article IV, Section 1, of this Declaration of Trust; provided, however, that no meeting of Shareholders is required and with respect 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 pursuant to Article IV, Section 6, Sections 1 and 2; (iiib) with respect to any Manager as provided in Article IV, Section 56, (ivc) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (d) with respect to any amendment of this Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 67, (viie) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiif) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the By-Laws of the Trust Bylaws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share 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. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, Shareholders all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Sharesby individual series, 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 Act, Shares shall be voted in the aggregate and not by individual series or class series; and (ii) except when the Trustees have determined that the matter affects only the interests of one or more series or classes series, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any By-Laws of the Trust Bylaws to be taken by Shareholders.

Voting Powers. Section 1. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, 1 of this Declaration of Trust; provided, howeverPROVIDED, 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 with respect to any Manager or Sub-Adviser as provided in Article IV, Section 66 of this Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager termination of this Trust to the extent and as provided in Article IVIX, Section 55 of this Declaration of Trust, (iv) with respect to any amendment of this Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 68 of this Declaration of Trust, (viiv) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or the By-Laws of the Trust or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share 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. Notwithstanding any other provision of this Declaration of Trust, on On any matter submitted to a vote of Shareholders, 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 Series or classes Classes of Shares, except that (i1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series Series or classes differently Classes of Shares materially differently, Shares shall be voted by individual series Series or class Class and (ii2) when the Trustees have determined that the matter affects only the interests of one or more series Series or classes then Classes, only Shareholders of such series Series or classes Classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action permitted or required of the Shareholders by law, this Declaration of Trust or any the By-Laws of the Trust to be taken by ShareholdersLaws.

Voting Powers. The Shareholders shall have the power to vote only (i) for the election of Trustees as provided in Article IVII, Section 1, of this Declaration of Trust2.2; 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 IVII, Section 6, 2.3(d); (iii) with respect to any Manager investment adviser as provided in Article IV, Section 5, 4.1; (iv) with respect to any amendment the merger, consolidation and sale of this Declaration assets of the Trust as provided in Article IVXI, Section 9, 11.3; (v) with respect to a consolidation, merger or certain sales the amendment of assets this Declaration as provided in Article IVXI, Section 5, 11.4; (vi) with respect to the termination of the Trust or a series of Shares as provided in Article IX, Section 6, (vii) to the same extent as the stockholders Shareholders of a Massachusetts business corporation, corporation as to whether or not a court action, proceeding or claim should be brought or maintained derivatively or as a class action on behalf of the Trust or the ShareholdersShareholders (provided, however, that a shareholder of a particular Portfolio shall not be entitled to a derivative or class action on behalf of any other Portfolio (or shareholders of any other Portfolio) of the Trust); and (viiivii) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of TrustDeclaration, or the By-Laws laws of the Trust or any registration regulation of the Trust with Trust, by the Commission or any stateState, or as the Trustees may consider desirable. Each Any matter affecting a particular Portfolio, including without limitation, matters affecting the investment advisory arrangements or investment policies or restrictions of a Portfolio, if required by law, shall not be deemed to have been effectively acted upon unless approved by the required vote of the Shareholders of such Portfolio if required by law. Unless otherwise required by law, 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)vote, and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provision of this Declaration of Trust, on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Shares, except (i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Shares shall be voted by individual series or class and (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Until Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action to be taken by Shareholders which is required or permitted by law, this Declaration of Trust or any By-Laws laws of the Trust Trust. Shareholders of each portfolio shall vote separately as class on any matter except, consistent with the Investment Company Act of 1940, as amended (the"Act") and the rules and the Trust's registration statement thereunder, (i) the election of Trustees, (ii) any amendment of the Declaration of Trust, unless the amendment affects fewer than all classes, in which case shareholders of the affected classes shall vote separately, and (iii) ratification of the selection of auditors. In each case of such separate voting, the Trustees shall determine whether, for the matter to be taken by Shareholderseffectively acted upon within the meaning of Rule 18f-2 under the Act or any successor rule as to a portfolio, the applicable percentage (as specified in the Declaration of Trust, or the Act and the rules thereunder) of the Shares of that portfolio alone must be voted in favor of the matter, or whether the favorable vote of such applicable percentage of the Shares of each Portfolio entitled to vote on the matter is required.

Voting Powers. The Shareholders shall have power to vote only (i) for the election 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 or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 68 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to any Manager certain transactions and other matters to the extent and as provided in Article IVV, Section 5Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any amendment termination of this Declaration of Trust to the extent and as provided in Article IVIX, Section 94(b) of the Declaration of Trust (for the avoidance of any doubt, (v) with respect Shareholders shall have no separate right to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) 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(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 67 of the Declaration of Trust, (viivi) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivii) with respect to such additional matters relating to the Trust as may be required by law, by this the Declaration of Trust, or the By-Laws of the 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 (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. Notwithstanding any other provision of this , except as otherwise provided in the Declaration of Trust, on any matter submitted to these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration of Trust or in respect of the terms of a vote class of Shareholderspreferred 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 or classes of Shares, except (i) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Shares shall be voted by individual series or class and (ii) when the Trustees have determined that the matter affects only the interests of one or more series or classes then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares Xxxxxx 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. Whenever no Until Shares of any a particular class or series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this the Declaration of Trust or any By-Laws of the Trust these Bylaws to be taken by ShareholdersShareholders as to such class or series.

Voting Powers. Section 1. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, 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 with respect to any investment adviser as provided in Article IV, Section 67, (iii) with respect to any Manager termination of the Trust or any series to the extent and as provided in Article IVIX, Section 54, (iv) with respect to any amendment of this Declaration of Trust as provided in Article IV, Section 9, (v) with respect to a consolidation, merger or certain sales of assets as provided in Article IV, Section 5, (vi) with respect to the termination of the Trust or a series of Shares extent and as provided in Article IX, Section 67, (viiv) to the same extent as the stockholders of a Massachusetts business corporation, 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 (viiivi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, or by the By-Laws of the Trust or by any registration of the Trust with the Securities and Exchange Commission or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote (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. Notwithstanding any other provision provisions of this Declaration of Trust, on or any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to series or classes of Sharesby individual series, except (i1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes differently Act, Shares shall be voted in the aggregate and not by individual series or class series, and (ii2) when the Trustees have determined that the matter affects only the interests of one or more series or classes series, then only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them, 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. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Whenever no Until Shares of any series or class are issued and outstandingissued, the Trustees may exercise with respect to such series or class all rights of Shareholders and may take any action required by law, this Declaration of Trust or any the By-Laws of the Trust to be taken by Shareholders.