Common use of Vacancies and Appointment of Trustees Clause in Contracts

Vacancies and Appointment of Trustees. In case of the declination to serve, death, resignation, retirement, removal, physical or mental incapacity by reason of disease or otherwise, or a Trustee is otherwise unable to serve, or an increase in the number of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certificate of the other Trustees of such vacancy shall be conclusive. In the case of an existing vacancy, the remaining Trustees shall fill such vacancy by appointing such other person as they in their sole discretion shall see fit consistent with any limitations under the 1940 Act. Such appointment shall be evidenced by a written instrument signed by a majority of the Trustees in office or by resolution of the Trustees, duly adopted, which shall be recorded in the minutes of a meeting of the Trustees, whereupon the appointment shall take effect. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Trustees. As soon as any Trustee appointed pursuant to this Section 3.3 shall have accepted this trust, the trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he or she shall be deemed a Trustee hereunder. The power to appoint a Trustee pursuant to this Section 3.3 is subject to the provisions of Section 16(a) of the 1940 Act. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties of the Trustees by this Trust Instrument. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee.

Vacancies and Appointment of Trustees. In A vacancy shall occur in case of the declination to serve, death, resignation, retirement, removal, physical or mental incapacity by reason removal of disease or otherwisea Trustee, or a Trustee is otherwise unable to serve, or an increase in the number of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certificate certification of the other Trustees of such vacancy shall be conclusive. In the case of an existing vacancy, the remaining Trustees shall may fill such vacancy by appointing appointment of such other person as they in their sole discretion shall see fit consistent with any limitations under fit, or may leave such vacancy unfilled or may reduce the 1940 Actnumber of Trustees to not less than one (1) Trustee. Such appointment shall be evidenced by a written instrument signed by a majority of the Trustees in office or by resolution of the Trustees, duly adopted, which shall be recorded in the minutes of a meeting of the Trustees, whereupon the appointment shall take effect. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation resignation, or removal of a Trustee or an increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at the time or after the effective date of said retirement, resignation or increase in number of Trusteesexpected vacancy occurs. As soon as any Trustee appointed pursuant to this Section 3.3 3.4 shall have accepted this trustappointment in writing and agreed in writing to be bound by the terms of the Agreement, the trust Trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he or she shall be deemed a Trustee hereunder. The power to appoint a Trustee pursuant to this Section 3.3 is subject to the provisions of Section 16(a) of the 1940 Act. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties of the Trustees by this Trust Instrument. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee.

Vacancies and Appointment of Trustees. In case of the declination to serve, death, resignation, retirement, removal, physical retirement or mental incapacity by reason removal of disease or otherwisea Trustee, or a Trustee is otherwise unable to serve, or an increase in the number of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certificate determination of the other Trustees of such vacancy shall be conclusive. In the case of an existing vacancy, the remaining Trustees shall may fill such vacancy by appointing such other person as they in their sole discretion shall see fit consistent with any limitations under fit, or may leave such vacancy unfilled or may reduce the 1940 Actnumber of Trustees. Such appointment shall be evidenced by a written instrument signed by a majority of the Trustees in office or by resolution of the Trustees, duly adopted, which shall be recorded in the minutes of a meeting of the Trustees, whereupon the appointment shall take effect. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation resignation, or removal of a Trustee, or an increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at the time or after the effective date of said retirement, resignation or increase in number of Trusteesexpected vacancy occurs. As soon as any Trustee appointed pursuant to this Section 3.3 3.4 or elected by the Shareholders shall have accepted this trustthe Trust and agreed in writing to be bound by the terms of the Agreement, the trust Trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he or she shall be deemed a Trustee hereunder. The power to appoint a Trustee pursuant to this Section 3.3 is subject to the provisions of Section 16(a) of the 1940 Act. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties of the Trustees by this Trust Instrument. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee.

Vacancies and Appointment of Trustees. In Any vacancy or anticipated vacancy caused by any reason, including but not limited to, in the case of the declination to serve, death, resignation, retirement, removal, physical or mental incapacity by reason of disease or otherwise, or a Trustee is otherwise unable to serve, or an increase in the number of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certificate of the other Trustees of such vacancy shall be conclusive. In the case of an existing vacancy, the remaining Trustees shall fill such vacancy by appointing such other person as they in their sole discretion shall see fit consistent with any the limitations under the 1940 Act. Such appointment shall be evidenced by a written instrument signed by a majority of the Trustees in office or by resolution of the Trustees, duly adopted, which shall be recorded in the minutes of a meeting of the Trustees, whereupon the appointment shall take effect. The Trustees may leave a vacancy unfilled or may reduce the number of Trustees, provided that the reduction does not result in less than the minimum number provided by Section 3.06 of this Article III. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Trustees. As soon as any Trustee appointed pursuant to this Section 3.3 3.04 shall have accepted this trustsuch appointment, the trust estate shall vest in the new Trustee or TrusteesTrustee, together with the continuing Trustees, without any further act or conveyance, and he or she shall be deemed a Trustee hereunder. The power to appoint a Trustee pursuant to this Section 3.3 3.04 is subject to the provisions of Section 16(a) of the 1940 Act. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties of the Trustees by this Trust Instrument. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee.

Vacancies and Appointment of Trustees. In case of the declination to serve, death, resignation, retirement, removal, physical or mental incapacity by reason of disease or otherwise, or a Trustee is otherwise unable to serve, or an increase in the number of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certificate of the other Trustees of such vacancy shall be conclusive. In the case of an existing vacancy, the remaining Trustees shall fill such vacancy by appointing such other person as they in their sole discretion shall see fit consistent with any the limitations under the 1940 Act. Such appointment shall be evidenced by a written instrument signed by a majority of the Trustees in office or by resolution of the Trustees, duly adopted, which shall be recorded in the minutes of a meeting of the Trustees, whereupon the appointment shall take effect. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Trustees. As soon as any Trustee appointed pursuant to this Section 3.3 3.4 shall have accepted this trust, the trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he or she shall be deemed a Trustee hereunder. The power to appoint a Trustee pursuant to this Section 3.3 3.4 is subject to the provisions of Section 16(a) of the 1940 Act. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties of the Trustees by this Trust Instrument. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee.

Vacancies and Appointment of Trustees. In case of the a vacancy arising from a Trustee’s declination to serve, death, resignation, retirement, removal, physical or mental incapacity by reason of disease or otherwiseincapacity, or a Trustee is otherwise unable inability to serve, or an increase in the size of the Board shall be automatically reduced by the number of Trustees, a vacancy shall occurvacancies arising therefrom (but not to less than two) unless or until the Board by resolution expressly maintains or increases the size of the Board. Whenever a vacancy in the size of the Board of Trustees shall occur, until is reduced due to such vacancy is filleda vacancy, the other remaining Trustees shall have all the powers hereunder and the certificate determination of the other remaining Trustees of such vacancy shall be conclusive. In the case of an existing vacancya vacancy arising from a Board resolution to maintain or increase the size of the Board, the remaining Trustees shall may fill such vacancy or add additional Board members, as the case may be, by appointing such other person as they in their sole discretion shall see fit consistent with any limitations under the 1940 Actfit. Such appointment shall be evidenced by a written instrument signed by a majority of the Trustees in office or by resolution of the Board of Trustees, duly adopted, which shall be recorded in the minutes of a meeting of the Trustees, whereupon the appointment shall take effect. Shareholders shall not be entitled to elect Trustees except as required by the 1940 Act, or as otherwise considered necessary or desirable by the Trustees in their sole discretion. To the extent required by the 1940 Act, the Shareholders shall elect the Trustees on such dates as the Trustees may fix from time to time. The Shareholders may elect Trustees at any meeting of Shareholders called by the Trustees for that purpose. In the event that after the proxy material has been printed for a meeting of Shareholders at which Trustees are to be elected any one or more nominees named in such proxy material dies or become incapacitated or is otherwise unable or unwilling to serve, the authorized number of Trustees shall be automatically reduced by the number of such nominees, unless the Board of Trustees prior to the meeting shall otherwise determine. A meeting of Shareholders for the purpose of electing or removing one or more Trustees shall be called as provided in the Bylaws. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation resignation, or removal of a Trustee, or an increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at the time or after the effective date of said retirement, resignation or increase in number of Trustees. As soon as any Trustee appointed pursuant to this Section 3.3 shall have accepted this trust, the trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he or she shall be deemed a Trustee hereunder. The power to appoint a Trustee pursuant to this Section 3.3 is subject to the provisions of Section 16(a) of the 1940 Act. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties of the Trustees by this Trust Instrument. As evidence of such vacancy, an instrument certifying the existence of such expected vacancy may be executed by an officer of the Trust or by a Trusteeoccurs.

Vacancies and Appointment of Trustees. In case of The following events shall create a vacancy: (a) the declination to serve, death, resignation, retirement, removal, removal or physical or mental incapacity by of a Trustee, (b) a Trustee's inability to serve for any other reason of disease or otherwise, or a Trustee is otherwise unable to serve, or (c) an increase in the number of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occuroccurs, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certificate of the other Trustees of such vacancy shall be conclusivehereunder. In the case of an existing vacancy, the remaining Trustees shall may fill such vacancy by appointing such other person as they in their sole discretion shall see fit consistent with any the limitations under the 1940 Act. Such appointment shall be evidenced by a written instrument signed by a majority of the Trustees in office or by resolution of the Trustees, duly adopted, which shall be recorded in the minutes of a meeting of the Trustees, whereupon the appointment shall take effect. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Trustees. As soon as any Trustee appointed pursuant to this Section 3.3 3.03 shall have accepted this trust, or at such date as may be specified in the acceptance whenever made, the trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he or she the newly appointed Trustee shall be deemed a Trustee hereunder. The power to appoint a Trustee pursuant to this Section 3.3 3.03 is subject to the provisions of Section 16(a) of the 1940 Act. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties of the Trustees by this Trust Instrument. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee.

Vacancies and Appointment of Trustees. In case of the ------------ ------------------------------------- declination to serve, death, resignation, retirement, removal, physical or mental incapacity by reason of disease or otherwise, or a Trustee is otherwise unable to serve, or an increase in the number of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certificate of the other Trustees of such vacancy shall be conclusive. In the case of an existing vacancy, the remaining Trustees shall fill such vacancy by appointing such other person as they in their sole discretion shall see fit consistent with any the limitations under the 1940 Act. Such appointment shall be evidenced by a written instrument signed by a majority of the Trustees in office or by resolution of the Trustees, duly adopted, which shall be recorded in the minutes of a meeting of the Trustees, whereupon the appointment shall take effect. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Trustees. As soon as any Trustee appointed pursuant to this Section 3.3 3.04 shall have accepted this trust, the trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he or she shall be deemed a Trustee hereunder. The power to appoint a Trustee pursuant to this Section 3.3 3.04 is subject to the provisions of Section 16(a) of the 1940 Act. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties of the Trustees by this Trust Instrument. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee.

Vacancies and Appointment of Trustees. In case The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the declination to serve, death, resignation, retirementadjudicated incompetence or other incapacity to perform the duties of the office, or removal, physical or mental incapacity by reason of disease or otherwise, or a Trustee is otherwise unable to serve, or Trustee. A vacancy shall also occur in the event of an increase in the number of Trustees, a vacancy shall occurtrustees as provided in Section 3.5. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certificate of the other Trustees of No such vacancy shall be conclusiveoperate to annul this Agreement or to revoke any existing trust created pursuant to the terms of this Agreement. In the case of an existing a vacancy, the remaining Trustees shall fill such vacancy by appointing such other person as they in their sole discretion shall see fit consistent with any limitations under the 1940 Act. Such appointment shall be evidenced by a written instrument signed by Shareholders of at least a majority of the Trustees in office or by resolution of the TrusteesShares entitled to vote, duly adopted, which shall be recorded in the minutes of a acting at any meeting of the Shareholders held in accordance with Article VI hereof, or, to the extent permitted by the 1940 Act, a majority vote of the Trustees continuing in office acting by written instrument or instruments, may fill such vacancy, and any Trustee so elected by the Trustees or the Shareholders shall hold office as provided in this Agreement. There shall be no cumulative voting by the Shareholders in the election of Trustees, whereupon the appointment shall take effect. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation resignation, or removal of a Trustee or an increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at the time or after the effective date of said retirement, resignation or increase in number of Trusteesexpected vacancy occurs. As soon as any Trustee appointed pursuant to this Section 3.3 shall have accepted this trustappointment in writing and agreed in writing to be bound by the terms of the Agreement, the trust Trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he or she shall be deemed a Trustee hereunder. The power to appoint a Trustee pursuant to this Section 3.3 is subject to the provisions of Section 16(a) of the 1940 Act. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties of the Trustees by this Trust Instrument. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee.

Vacancies and Appointment of Trustees. In case of the declination to serve, death, resignation, retirement, removal, physical or mental incapacity by reason of disease or otherwise, or a Trustee is otherwise unable to serve, or an increase in the number of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certificate of the other Trustees of such vacancy shall be conclusive. In the case of an existing vacancy, the remaining Trustees shall fill such vacancy by appointing such other person as they in their sole discretion shall see fit consistent with any the limitations under the 1940 Act. Such appointment shall be evidenced by a written instrument signed by a majority of the Trustees in office or by resolution of the Trustees, duly adopted, which shall be recorded in the minutes of a meeting of the Trustees, whereupon the appointment shall take effect. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Trustees. As soon as any Trustee appointed pursuant to this Section 3.3 3.04 shall have accepted this trust, or at such date as may be specified in the acceptance whenever made, the trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he or she shall be deemed a Trustee hereunder. The power to appoint a Trustee pursuant to this Section 3.3 3.04 is subject to the provisions of Section 16(a) of the 1940 Act. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties of the Trustees by this Trust Instrument. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee.

Vacancies and Appointment of Trustees. In case of the declination to serve, death, resignation, retirement, removal, physical or mental incapacity by reason of disease or otherwise, or a Trustee is otherwise unable to serve, or an increase in the number of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certificate of the other Trustees of such vacancy shall be conclusive. In the case of an existing vacancy, the remaining Trustees shall fill such vacancy by appointing such other person as they in their sole discretion shall see fit consistent with any limitations under the 1940 Act. Such appointment shall be evidenced by a written instrument signed by a majority of the Trustees in office or by resolution of the Trustees, duly adopted, which shall be recorded in the minutes of a meeting of the Trustees, whereupon the appointment shall take effect. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Trustees. As soon as any Trustee appointed pursuant to this Section 3.3 3.4 shall have accepted this trust, the trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he or she shall be deemed a Trustee hereunder. The power to appoint a Trustee pursuant to this Section 3.3 3.4 is subject to the provisions of Section 16(a) of the 1940 Act. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties of the Trustees by this Trust Instrument. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee.

Vacancies and Appointment of Trustees. In case of the declination to serve, death, resignation, retirement, removal, physical retirement or mental incapacity by reason removal of disease or otherwisea Trustee, or a Trustee is otherwise unable to serve, or an increase in the number of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certificate certification of the other Trustees of such vacancy shall be conclusive. In the case of an existing vacancy, the remaining Trustees shall may fill such vacancy by appointing such other person as they in their sole discretion shall see fit consistent with fit, or may leave such vacancy unfilled or may reduce the number of Trustees to not less than one (1) Trustee (two (2) Trustees if the Trust has any limitations under the 1940 ActOutstanding Shares). Such appointment shall be evidenced by a written instrument signed by a majority of the Trustees in office or by resolution of the Trustees, duly adopted, which shall be recorded in the minutes of a meeting of the Trustees, whereupon the appointment shall take effect. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation resignation, or removal of a Trustee, or an increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at the time or after the effective date of said retirement, resignation or increase in number of Trusteesexpected vacancy occurs. As soon as any Trustee appointed pursuant to this Section 3.3 3.4 or elected by the Shareholders shall have accepted this trustthe Trust and agreed in writing to be bound by the terms of the Agreement, the trust Trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he or she shall be deemed a Trustee hereunder. The power to appoint a Trustee pursuant to this Section 3.3 is subject to the provisions of Section 16(a) of the 1940 Act. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties of the Trustees by this Trust Instrument. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee.

Vacancies and Appointment of Trustees. In the case of the declination to serve, death, resignation, retirement, removal, physical or mental incapacity by reason of disease or otherwiseotherwise of a Trustee, or a Trustee is otherwise unable to serve, or an increase in the number of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filledthe Trustees in office, the other Trustees regardless of their number, shall have all the powers hereunder granted to the Trustees and shall discharge all the certificate of duties imposed upon the other Trustees of such vacancy shall be conclusiveby this Trust Instrument. In the case of an existing vacancy, the remaining Trustee or Trustees shall may fill such vacancy by appointing such other person as they such Trustee or Trustees in their sole discretion shall see fit consistent with any the limitations under the 1940 Act. Such appointment shall be evidenced by a written instrument signed by a majority , unless such Trustee or Trustees determine, in accordance with Section 3.5, to decrease the size of the Board of Trustees in office or by resolution to the number of the remaining Trustees, duly adopted, which shall be recorded in the minutes of a meeting of the Trustees, whereupon the appointment shall take effect. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Trustees. As soon as any Trustee appointed pursuant to this Section 3.3 shall have accepted this trustAn appointment of a Trustee, the trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he or she shall be deemed a Trustee hereunder. The power to appoint an election of a Trustee pursuant to Article VI hereof for any Trustee who has not already been appointed as Trustee pursuant to this Section 3.3 is subject to Article III and completed a written acceptance of appointment, shall be effective upon the provisions of Section 16(a) written acceptance of the 1940 Act. Whenever there person so appointed or elected to serve as Trustee, except that any such appointment or election in anticipation of a vacancy shall be fewer than become effective only at or after the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties of the Trustees by this Trust Instrument. As evidence of such vacancy, an instrument certifying the existence of date such vacancy may be executed by an officer of the Trust or by a Trusteehas also occurred.

Vacancies and Appointment of Trustees. In case of the declination to serve, death, resignation, retirement, removal, physical retirement or mental incapacity by reason removal of disease or otherwisea Trustee, or a Trustee is otherwise unable to serve, or an increase in the number size of the Board of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certificate determination of the other Trustees of such vacancy shall be conclusive. In the case of an existing any vacancy, the remaining Trustees shall may fill such vacancy by appointing such other person as they in their sole discretion shall see fit consistent with any limitations under fit, or may leave such vacancy unfilled or may reduce size of the 1940 ActBoard of Trustees to not less than one (1) Trustee. Such appointment shall be evidenced by a written instrument signed by a majority of the Trustees in office or by resolution of the Board of Trustees, duly adopted, which shall be recorded in the minutes of a meeting of the Trustees, whereupon the appointment shall take effect. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation resignation, or removal of a Trustee, or an increase in number the size of the Board of Trustees effective at a later date, provided that said appointment shall become effective only at the time or after the effective date of said retirement, resignation or increase in number of Trusteesexpected vacancy occurs. As soon as any Trustee appointed pursuant to this Section 3.3 3.4 or elected by the Shareholders shall have accepted this trustthe Trust and agreed in writing to be bound by the terms of the Agreement, the trust Trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he or she shall be deemed a Trustee hereunder. The power to appoint a Trustee pursuant to this Section 3.3 is subject to the provisions of Section 16(a) of the 1940 Act. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties of the Trustees by this Trust Instrument. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee.

Vacancies and Appointment of Trustees. In case of the a vacancy arising from a Trustee’s declination to serve, death, resignation, retirement, removal, physical or mental incapacity by reason of disease or otherwiseincapacity, or a Trustee is otherwise unable inability to serve, or an increase in the size of the Board shall be automatically reduced by the number of Trustees, a vacancy shall occurvacancies arising therefrom (but not to less than two) unless or until the Board by resolution expressly maintains or increases the size of the Board. Whenever a vacancy in the size of the Board of Trustees shall occur, until is reduced due to such vacancy is filleda vacancy, the other remaining Trustees shall have all the powers hereunder and the certificate determination of the other remaining Trustees of such vacancy shall be conclusive. In the case of an existing vacancya vacancy arising from a Board resolution to maintain or increase the size of the Board, the remaining Trustees shall may fill such vacancy or add additional Board members, as the case may be, by appointing such other person as they in their sole discretion shall see fit consistent with any limitations under the 1940 Actfit. Such appointment shall be evidenced by (i) a written instrument signed by a majority of the Trustees in office or by resolution of the Board of Trustees, duly adoptedadopted by a Majority Trustee Vote, which shall be recorded in the minutes of a meeting of the Trustees, or (ii) a written instrument signed by a requisite number of Trustees in office sufficient to constitute a Majority Trustee Vote, in each case whereupon the appointment shall take effect. An appointment Temporary Absence of Trustee. Any Trustee may, by power of attorney, delegate his power for a Trustee may be made by the Trustees then in office in anticipation of a vacancy period not exceeding six months at any one time to occur by reason of retirement, resignation or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Trustees. As soon as any Trustee appointed pursuant to this Section 3.3 shall have accepted this trust, the trust estate shall vest in the new other Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he or she provided that in no case shall be deemed a Trustee hereunder. The power to appoint a Trustee pursuant to this Section 3.3 is subject to the provisions of Section 16(a) of the 1940 Act. Whenever there shall be fewer than two Trustees personally exercise the designated number of Trustees, until additional Trustees are elected or appointed other powers hereunder except as provided herein to bring the total number of Trustees equal to the designated number, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties of the Trustees by this Trust Instrument. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trusteeotherwise expressly provided.

Vacancies and Appointment of Trustees. In case of the declination to serve, death, resignation, retirement, removal, physical or mental incapacity by reason of disease or otherwise, or a Trustee is otherwise unable to serve, or an increase in the number of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certificate certification of the Chairman if there be one and if not, then the other Trustees of such vacancy shall be conclusive. In the case of an existing vacancy, the remaining Trustees shall fill such vacancy by appointing such other person Person as they in their sole discretion shall see fit consistent with any limitations under the 1940 Act. Such appointment shall be evidenced by a written instrument signed by a majority of the Trustees in office or by resolution of the Trustees, duly adopted, which shall be recorded in the minutes of a meeting of the Trustees, whereupon the appointment shall take effect. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Trustees. As In the event that all Trustee offices become vacant, an authorized officer of the investment adviser of the Trust shall serve as the sole remaining Trustee effective upon the vacancy in the office of the last Trustee. In such case, an authorized officer of the investment adviser, as the sole remaining Trustee, shall, as soon as any Trustee appointed pursuant to this Section 3.3 shall have accepted this trustpracticable, fill all of the vacancies on the Board. Upon the appointment of such Trustees, the trust estate authorized officer of the investment adviser shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he or she shall be deemed a Trustee hereunderresign as Trustee. The power to appoint a Trustee pursuant to this Section 3.3 is subject to the provisions of Section 16(a) of the 1940 Act. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties of the Trustees by this Trust Instrument. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee.

Vacancies and Appointment of Trustees. In case of The following events shall create a vacancy: (a) the declination to serve, death, resignation, retirement, removal, removal or physical or mental incapacity by of a Trustee, (b) a Trustee’s inability to serve for any other reason of disease or otherwise, or a Trustee is otherwise unable to serve, or (c) an increase in the number of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occuroccurs, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certificate of the other Trustees of such vacancy shall be conclusivehereunder. In the case of an existing vacancy, the remaining Trustees shall may fill such vacancy by appointing such other person as they in their sole discretion shall see fit consistent with any the limitations under the 1940 Act. Such appointment shall be evidenced by a written instrument signed by a majority of the Trustees in office or by resolution of the Trustees, duly adopted, which shall be recorded in the minutes of a meeting of the Trustees, whereupon the appointment shall take effect. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Trustees. As soon as any Trustee appointed pursuant to this Section 3.3 3.03 shall have accepted this trust, or at such date as may be specified in the acceptance whenever made, the trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he or she the newly appointed Trustee shall be deemed a Trustee hereunder. The power to appoint a Trustee pursuant to this Section 3.3 3.03 is subject to the provisions of Section 16(a) of the 1940 Act. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties of the Trustees by this Trust Instrument. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee.

Vacancies and Appointment of Trustees. In case of the declination to serve, death, resignation, retirement, removal, physical or mental incapacity by reason of disease or otherwise, or a Trustee is otherwise unable to serve, or an increase in the number of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certificate of the other Trustees of such vacancy shall be conclusive. In the case of an existing vacancy, the remaining Trustees shall fill such vacancy by appointing such other person as they in their sole discretion shall see fit consistent with any limitations under the 1940 Act. Such appointment shall be evidenced by a written instrument signed by a majority of the Trustees in office or by resolution of the Trustees, duly adopted, which shall be recorded in the minutes of a meeting of the Trustees, whereupon the appointment shall take effect. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Trustees. As soon as any Trustee appointed pursuant to this Section 3.3 3.4 shall have accepted this trust, the trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he or she shall be deemed a Trustee hereunder. The power to appoint a Trustee pursuant to this Section 3.3 3.4 is subject to the provisions of Section 16(a) of the 1940 Act. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties of the Trustees by this Trust Instrument. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee.

Vacancies and Appointment of Trustees. In case of the declination to serve, death, resignation, retirement, removal, physical or mental incapacity by reason of disease or otherwise, or a Trustee is otherwise unable to serve, or an increase in the number of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certificate of the other Trustees of such vacancy shall be conclusive. In the case of an existing vacancy, the remaining Trustees shall fill such vacancy by appointing such other person as they in their sole discretion shall see fit consistent with any the limitations under the 1940 Act. Such appointment shall be evidenced by a written instrument signed by a majority of the Trustees in office or by resolution of the Trustees, duly adopted, which shall be recorded in the minutes of a meeting of the Trustees, whereupon the appointment shall take effect. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Trustees. As soon as any Trustee appointed pursuant to this Section 3.3 3.04 shall have accepted this trust, or at such date as may be specified in the acceptance whenever made, the trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he or she shall be deemed a Trustee hereunder. The power to appoint a Trustee pursuant to this Section 3.3 3.04 is subject to the provisions of Section 16(a) of the 1940 Act. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties of the Trustees by this Trust Instrument. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee.

Vacancies and Appointment of Trustees. In case of the declination to serve, death, resignation, retirement, removal, physical retirement or mental incapacity by reason removal of disease or otherwisea Trustee, or a Trustee is otherwise unable to serve, or an increase in the number size of the Board of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certificate determination of the other Trustees of such vacancy shall be conclusive. In the case of an existing any vacancy, the remaining Trustees shall may fill such vacancy by appointing such other person as they in their sole discretion shall see fit consistent with any limitations under fit, or may leave such vacancy unfilled or may reduce size of the 1940 ActBoard of Trustees to not less than two (2) Trustees. Such appointment shall be evidenced by a written instrument signed by a majority of the Trustees in office or by resolution of the Board of Trustees, duly adopted, which shall be recorded in the minutes of a meeting of the Trustees, whereupon the appointment shall take effect. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation resignation, or removal of a Trustee, or an increase in number the size of the Board of Trustees effective at a later date, provided that said appointment shall become effective only at the time or after the effective date of said retirement, resignation or increase in number of Trusteesexpected vacancy occurs. As soon as any Trustee appointed pursuant to this Section 3.3 3.4 or elected by the Shareholders shall have accepted this trustthe Trust and agreed in writing to be bound by the terms of the Agreement, the trust Trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he or she shall be deemed a Trustee hereunder. The power to appoint a Trustee pursuant to this Section 3.3 is subject to the provisions of Section 16(a) of the 1940 Act. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties of the Trustees by this Trust Instrument. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee.

Vacancies and Appointment of Trustees. In case of the declination to serve, death, resignation, retirement, removal, physical or mental incapacity by reason of disease or otherwise, or a Trustee is otherwise unable to serve, or an increase in the number of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certificate of the other Trustees of such vacancy shall be conclusive. In the case of an existing vacancy, the remaining Trustees shall fill such vacancy by appointing such other person as they in their sole discretion shall see fit consistent with any the limitations under the 1940 Act. Such appointment shall be evidenced by a written instrument signed by a majority of the Trustees in office or by resolution of the Trustees, duly adopted, which shall be recorded in the minutes of a meeting of the Trustees, whereupon the appointment shall take effect. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Trustees. As soon as any Trustee appointed pursuant to this Section 3.3 3.04 shall have accepted this trust, the trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he or she shall be deemed a Trustee hereunder. The power to appoint a Trustee pursuant to this Section 3.3 3.04 is subject to the provisions of Section 16(a) of the 1940 Act. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties of the Trustees by this Trust Instrument. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee.