Common use of Vacancies Clause in Contracts

Vacancies. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancy, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. 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, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. 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. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.

Vacancies. Whenever The term of office of a Trustee shall terminate and a vacancy shall occur in the Board event of Trustees shall occur regardless his death, retirement, resignation, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the reason for such vacancy, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by office of a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in officeTrustee. No such vacancy shall operate to annul this the Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration the Declaration. In the case of Trustan existing vacancy, including a vacancy existing by reason of an increase in the number of Trustees, subject to the provisions of Section 16(a) of the 1940 Act, the remaining Trustees shall fill such vacancy by the appointment of such other person as they in their discretion shall see fit, made by vote of a majority of the Trustees then in office. Any such appointment shall not become effective, however, until the person named in the vote approving the appointment shall have accepted in writing such appointment and agreed in writing to be bound by the terms of the Declaration. An appointment of a Trustee may be made in anticipation of a vacancy to occur at a later date by reason of retirement, resignation or increase in the number of Trustees, provided that such appointment shall not become effective prior to such retirement, resignation or increase in the number of Trustees. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. 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, or the number of Trustees as fixed is reducedSection 2.15, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration the Declaration. The vote by a majority of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office office, fixing the number of Trustees shall be counted for the purposes conclusive evidence of the existence of a quorum or any action to be taken by such Trustees. 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. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.

Vacancies. Whenever a vacancy shall exist in the Board of Trustees shall occur Trustees, regardless of the reason for such vacancy, the remaining Trustees may shall appoint any person as they determine in their sole discretion to fill such vacancy by appointing an individual having the qualifications described in this Article IVthat vacancy, consistent with applicable the limitations under the 1940 Act, by a written instrument signed by provided, that if the Shareholders of any Class or Series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees then in office or the sole remaining Trustee elected by that Class or Series may leave such fill any vacancy unfilled or may reduce among the number of Trustees; provided the aggregate number of Trustees after such reduction elected by that Class or Series. Such appointment shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority Majority of the Trustees then or by a resolution of the Trustees, duly adopted and recorded in officethe records of the Trust, specifying the effective date of the appointment. No The Trustees may appoint a new Trustee as provided above in anticipation of a vacancy expected to occur because of the retirement, resignation or removal of a Trustee, or an increase in number of Trustees, provided that such appointment shall operate become effective only at or after the expected vacancy occurs. As soon as any such Trustee has accepted his or her appointment in writing, the trust estate shall vest in the new Trustee, together with the continuing Trustees, without any further act or conveyance, and he or she shall be deemed a Trustee hereunder. The Trustees’ power of appointment is subject to annul this Declaration Section 16(a) of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust1940 Act. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided hereinin this Article II, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunderDeclaration. The death, declination to serve, resignation, retirement, removal, removal or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. 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, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. 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. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.

Vacancies. Subject to the applicable requirements of the 1940 Act and except as may be provided by the Board of Trustees in setting the terms of any class or series of Shares, the Board of Trustees shall have the exclusive power to fill vacancies on the Board of Trustees in the manner provided in this Article. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancyoccur, the remaining Trustees may fill such vacancy by appointing electing an individual having the qualifications described in this Article IV, consistent with applicable limitations under and the 1940 Act, by a written instrument signed Bylaws by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.12.1 hereof; provided, further, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees or the sole remaining Trustee elected by that class or series may fill any vacancy among the number of Trustees elected by that class or series. If the Shareholders of any class or series are entitled separately to elect one or more Trustees and no Trustee of such class or series remains, a majority of the remaining Trustees (regardless of the class or series of Shareholders entitled to vote for such Trustees) may fill any vacancy. Any vacancy created by an increase in Trustees may be filled by the appointment election of an individual having the qualifications described in this Article IV, consistent with applicable limitations under and the 1940 Act, made by a written instrument signed Bylaws by a majority of the Trustees then in officeTrustees. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of TrustDeclaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. 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, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. 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. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 ActDeclaration.

Vacancies. Whenever a vacancy shall exist in the Board of Trustees shall occur Trustees, regardless of the reason for such vacancy, the remaining Trustees may shall appoint any person as they determine in their sole discretion to fill such vacancy by appointing an individual having the qualifications described in this Article IVthat vacancy, consistent with applicable the limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction . Such appointment shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then or by a resolution of the Trustees, duly adopted and recorded in officethe records of the Trust, specifying the effective date of the appointment. No The Trustees may appoint a new Trustee as provided above in anticipation of a vacancy expected to occur because of the retirement, resignation or removal of a Trustee, or an increase in number of Trustees, provided that such appointment shall operate become effective only at or after the expected vacancy occurs. As soon as any such Trustee has accepted his appointment in writing, the trust estate shall vest in the new Trustee, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder. The Trustees’ power of appointment is subject to annul this Declaration Section 16(a) of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust1940 Act. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided hereinin this Article, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunderDeclaration. The death, declination to serve, resignation, retirement, removal, removal or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there a vacancy in the Board of Trustees shall be fewer than the designated number of Trusteesoccur, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated numbersuch vacancy is filled, or the number of Trustees as fixed while any Trustee is reducedabsent from his domicile (unless that Trustee has made arrangements to be informed about, and to participate in, the affairs of the Trust during such absence), or is physically or mentally incapacitated, the remaining Trustees in office, regardless of their number, shall have all the powers granted hereunder and their certificate as to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. 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. In the event of the death, declination, resignation, retirement, removalabsence, or incapacity shall be conclusive. Any Trustee may, by power of all the then Trustees within attorney, delegate his powers as Trustee for a short period of not exceeding six (6) months at any one time and without the opportunity for at least one to any other Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Actor Trustees.

Vacancies. Whenever a vacancy shall exist in the Board of Trustees shall occur Trustees, regardless of the reason for such vacancy, the remaining Trustees may shall appoint any person as they determine in their sole discretion to fill such vacancy by appointing an individual having the qualifications described in this Article IVthat vacancy, consistent with applicable the limitations under the 1940 Act, by a written instrument signed by provided, that if the Shareholders of any Class or Series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees then in office or the sole remaining Trustee elected by that Class or Series may leave such fill any vacancy unfilled or may reduce among the number of Trustees; provided the aggregate number of Trustees after such reduction elected by that Class or Series. Such appointment shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority Majority of the Trustees then or by a resolution of the Trustees, duly adopted and recorded in officethe records of the Trust, specifying the effective date of the appointment. No The Trustees may appoint a new Trustee as provided above in anticipation of a vacancy expected to occur because of the retirement, resignation or removal of a Trustee, or an increase in number of Trustees, provided that such appointment shall operate become effective only at or after the expected vacancy occurs. As soon as any such Trustee has accepted his appointment in writing, the trust estate shall vest in the new Trustee, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder. The Trustees' power of appointment is subject to annul this Declaration Section 16(a) of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust1940 Act. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided hereinin this Article II, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunderDeclaration. The death, declination to serve, resignation, retirement, removal, removal or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. 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, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. 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. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.

Vacancies. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancy, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. 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, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. 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. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(sAdviser(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.

Vacancies. Whenever a vacancy shall exist in the Board of Trustees shall occur Trustees, regardless of the reason for such vacancy, the remaining Trustees may shall appoint any person as they determine in their sole discretion to fill such vacancy by appointing an individual having the qualifications described in this Article IVthat vacancy, consistent with applicable the limitations under the 1940 Act, by a written instrument signed by provided, that if the Shareholders of any Class or Series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees then in office or the sole remaining Trustee elected by that Class or Series may leave such fill any vacancy unfilled or may reduce among the number of Trustees; provided the aggregate number of Trustees after such reduction elected by that Class or Series. Such appointment shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority Majority of the Trustees then or by a resolution of the Trustees, duly adopted and recorded in officethe records of the Trust, specifying the effective date of the appointment. No The Trustees may appoint a new Trustee as provided above in anticipation of a vacancy expected to occur because of the retirement, resignation or removal of a Trustee, or an increase in number of Trustees, provided that such appointment shall operate become effective only at or after the expected vacancy occurs. As soon as any such Trustee has accepted his appointment in writing, the trust estate shall vest in the new Trustee, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder. The Trustees’ power of appointment is subject to annul this Declaration Section 16(a) of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust1940 Act. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided hereinin this Article II, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunderDeclaration. The death, declination to serve, resignation, retirement, removal, removal or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. 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, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. 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. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.

Vacancies. Whenever The term of office of a Trustee shall terminate and a vacancy shall occur in the Board event of Trustees shall occur regardless his death, retirement, resignation, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the reason for such vacancy, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by office of a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in officeTrustee. No such vacancy shall operate to annul this the Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration the Declaration. In the case of Trustan existing vacancy, including a vacancy existing by reason of an increase in the number of Trustees, subject to the provisions of Section 16(a) of the 1940 Act, the remaining Trustees shall fill such vacancy by the appointment of such other person as they in their discretion shall see fit, made by vote of a majority of the Trustees then in office. Any such appointment shall not become effective, however, until the person named in the vote approving the appointment shall have accepted in writing such appointment and agreed in writing to be bound by the terms of the Declaration. An appointment of a Trustee may be made in anticipation of a vacancy to occur at a later date by reason of retirement, resignation or increase in the number of Trustees, provided that such appointment shall not become effective prior to such retirement, resignation or increase in the number of Trustees. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. 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, or the number of Trustees as fixed is reducedSection 2.15, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration the Declaration. The vote by a majority of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office fixing the number of Trustees shall be counted for the purposes conclusive evidence of the existence of a quorum or any action to be taken by such Trustees. 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. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.

Vacancies. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancyoccur, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, ARTICLE II by a written instrument signed by a majority of the Trustees then in office office, or by a resolution of the Trustees then in office, whether or not sufficient to constitute a quorum, or by a sole remaining Trustee, duly adopted and recorded in the records of the Trust, specifying the effective date of the appointment or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.12.1 hereof; provided, further, that if the Shareholders of any series or class of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees or the sole remaining Trustee elected by that series or class may fill any vacancy among the number of Trustees elected by that series or class. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, ARTICLE II made by a written instrument signed by a majority of the Trustees then in office or by a resolution of the Trustees then in office, duly adopted and recorded in the records of the Trust, specifying the effective date of the appointment. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of TrustDeclaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. 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, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. 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. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 ActDeclaration.

Vacancies. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancy, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust Fund or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. 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, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust Fund or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the TrustFund’s Investment Manager(sAdviser(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.

Vacancies. Whenever a vacancy If for any reason any or all the Trustees cease to be Trustees, such event shall not terminate the Trust or affect these Bylaws or the powers of the remaining Trustees hereunder (even if fewer than three Trustees remain). Subject to the requirements of the 1940 Act or other applicable law, any vacancies in the Board of Trustees shall occur regardless of the reason for such vacancyTrustees, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described including vacancies resulting from increases in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction or otherwise, shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No , whether or not sufficient to constitute a quorum, or by a sole remaining Trustee; provided, however, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees elected by that class or series or the sole remaining Trustee elected by that class or series may fill any vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in among the number of Trustees shall occur, until such vacancy is filled as provided herein, elected by that class or series. A Trustee elected by the Trustees to fill any vacancy occurring in officethe Board of Trustees, regardless whether occurring due to an increase in size of their numberthe Board of Trustees or by the death, resignation or removal of any Trustee, shall have all serve until the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration next annual meeting of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she Shareholders at which such Trustee’s Class shall be deemed a Trustee hereunder. The elected and qualifies, subject, however, to prior death, declination to serve, resignation, retirement, removal, disqualification or incapacity of one or more Trustees, or all of them, shall not operate removal from office. Any Trustee elected by Shareholders at an annual meeting to annul fill any vacancy occurring in the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number Board of Trustees, until additional Trustees are whether occurring due to an increase in size of the Board of trustees or by the death, resignation or removal of any Trustee, that has arisen since the preceding annual meeting of Shareholders (which vacancy has not been filled by election of a new Trustee by the Trustees) shall hold office for a term which coincides with the remaining term of the Class of Trustee to which such office was previously assigned. Any person elected or appointed as provided herein a Trustee shall meet the criteria for office set forth from time to bring time in the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. 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. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 ActBylaws.

Vacancies. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancy, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust Fund or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. 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, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust Fund or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the TrustFund’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.

Vacancies. Whenever The term of office of a Trustee shall terminate and a vacancy shall occur in the Board event of the death, retirement, resignation or removal (whether pursuant to Section 2.5 hereof or otherwise), bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the office of a Trustee. A vacancy shall also occur upon an increase in the number of Trustees in accordance with Section 2.3 hereof. No vacancy shall occur regardless operate to annul this Declaration or to revoke any existing agency created pursuant to the terms of the Declaration. In the case of an existing vacancy, including a vacancy existing by reason for such vacancyof an increase in the authorized number of Trustees, the remaining Trustees may shall fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an such individual having the qualifications described as they in this Article IV, consistent with applicable limitations under the 1940 Acttheir sole and absolute discretion shall see fit, made by a written instrument signed by a majority of the Trustees then in office, provided that immediately after filling any such vacancy (except during the period preceding the initial meeting of Shareholders) at least two-thirds of the Trustees then holding office shall have been elected to such office by the Shareholders. In the event that at any time, other than the time preceding the first Shareholders' meeting, less than a majority of the Trustees holding office at that time were elected by the Shareholders, a meeting of the Shareholders shall be held promptly and in any event within sixty (60) days (unless the Commission shall by order extend such period) for the purpose of electing Trustees to fill any existing vacancies. No vacancy such appointment or election shall operate become effective, however, until the person named shall have accepted in writing such appointment or election and agreed in writing to annul this Declaration of Trust or to revoke any existing agency created pursuant to be bound by the terms of this Declaration of TrustDeclaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. 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, or the number of Trustees as fixed is reducedSection 2.6, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. 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. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 ActDeclaration.

Vacancies. Whenever The term of office of a Trustee shall terminate and a vacancy shall occur in the Board event of the death, retirement, resignation or removal (whether pursuant to Section III.5 hereof or otherwise), bankruptcy, adjudication of incompetence or other incapacity to perform the duties of the office of a Trustee. A vacancy shall also occur upon an increase in the number of Trustees in accordance with Section III.3 hereof. No vacancy shall occur regardless operate to annul this Declaration or to revoke any existing agency created pursuant to the terms of the Declaration. In the case of an existing vacancy, including a vacancy existing by reason for such vacancyof an increase in the authorized number of Trustees, the remaining Trustees may shall fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an such individual having the qualifications described as they in this Article IV, consistent with applicable limitations under the 1940 Acttheir sole and absolute discretion shall see fit, made by a written instrument signed by a majority of the Trustees then in office. No vacancy , even if the remaining Trustees do not constitute a quorum, provided that such power of appointment shall operate be subject to annul this Declaration and limited by all applicable provisions of Trust or the 1940 Act and no such appointment shall become effective until the person named shall have accepted in writing such appointment and agreed in writing to revoke any existing agency created pursuant to be bound by the terms of this Declaration of TrustDeclaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by Section III.4 or this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. 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, or the number of Trustees as fixed is reducedSection III.6, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such Declaration. Any Trustee elected to fill a vacancy shall occur, only the Trustees then in office shall be counted will serve for the purposes remainder of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer full term of the Trust or by trusteeship in which the vacancy occurred and until a Trustee. In the event of the deathsuccessor is duly elected and qualifies, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to any applicable provisions of Section 16(a) requirements of the 1940 Act.

Vacancies. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancyoccur, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, II by a written instrument signed by a majority of the Trustees then in office office, or by a resolution of the Trustees then in office, whether or not sufficient to constitute a quorum, or by a sole remaining Trustee, duly adopted and recorded in the records of the Trust, specifying the effective date of the appointment or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.12.1 hereof; provided, further, that if the Shareholders of any series or class of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees or the sole remaining Trustee elected by that series or class may fill any vacancy among the number of Trustees elected by that series or class. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, II made by a written instrument signed by a majority of the Trustees then in office or by a resolution of the Trustees then in office, duly adopted and recorded in the records of the Trust, specifying the effective date of the appointment. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of TrustDeclaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. 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, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. 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. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 ActDeclaration.

Vacancies. Whenever a vacancy Except as may be otherwise provided in this Declaration of Trust and by the Board of Trustees shall occur regardless in setting the terms of the reason for such vacancy, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under any class or series of preferred shares and subject to the 1940 Act, by a written instrument signed any vacancy on the Board of Trustees may be filled only by a majority of the remaining trustees, even if the remaining trustees do not constitute a quorum, or the Board of Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.12.1 hereof; provided, further, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees or the sole remaining Trustee elected by that class or series may fill any vacancy among the number of Trustees elected by that class or series. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of TrustDeclaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. 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, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such Declaration. Any trustee elected to fill a vacancy shall occur, only the Trustees then in office shall be counted serve for the purposes remainder of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer full term of the Trust or by class in which the vacancy occurred and until a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time successor is elected and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Actqualifies.

Vacancies. Whenever a A vacancy in the Board of Trustees shall occur regardless be deemed to exist in case of the reason death, resignation or removal of any director, if a director has been declared of unsound mind by order of court or convicted of a felony, if the authorized number of directors is increased, if the incorporator or incorporators have failed to appoint the authorized number of directors in any resolution for such vacancyappointment of directors upon the initial organization of the corporation, or if the remaining Trustees shareholders fail, at any annual or special meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be voted for at that meeting. Vacancies in the Board, except for a vacancy created by the removal of a director, may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed be filled by a majority of the Trustees directors present at a meeting at which a quorum is present, or if the number of directors then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be is less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled a quorum, (a) by the appointment unanimous written consent of an individual having the qualifications described directors then in this Article IVoffice, consistent with applicable limitations under (b) by the 1940 Act, made by a written instrument signed by vote of a majority of the Trustees directors then in office at a meeting held pursuant to notice or waivers of notice in compliance with these Bylaws, or (c) by a sole remaining director. Each director so elected shall hold office until his or her successor is elected at an annual or a special meeting of the shareholders. A vacancy in the Board created by the removal of a director may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of all of the holders of the outstanding shares. The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. Any such election by written consent other than to fill a vacancy created by removal which requires the unanimous written consent of all shares entitled to vote for the election of directors shall require the consent of holders of a majority of the outstanding shares entitled to vote. Any such election by written consent to fill a vacancy created by removal shall require the unanimous written consent of all shares entitled to vote for the election of directors. Any director may resign effective upon giving written notice to the Chairman of the Board (if there be such an officer appointed), the President, the Secretary or the Board of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of the director’s term of office. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to director may be removed (unless the terms of this Declaration of Trust. Whenever a vacancy in entire Board is removed) when the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, votes cast against removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant consenting in writing to the terms of this Declaration of Trust. Whenever there shall removal, would be fewer than sufficient to elect the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring director if voted cumulatively at an election at which the same total number of Trustees equal votes were cast (or, if the action is taken by written consent, all shares entitled to vote were voted) and the designated number, or the entire number of Trustees as fixed is reduced, directors authorized at the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes time of the existence of a quorum or any action to be taken by such Trustees. 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. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the director’s most recent election were then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Actelected.

Vacancies. Whenever a vacancy If for any reason any or all the Trustees cease to be Trustees, such event shall not terminate the Trust or affect these Bylaws or the powers of the remaining Trustees hereunder (even if fewer than three Trustees remain). Subject to the requirements of the 1940 Act or other applicable law, any vacancies in the Board of Trustees shall occur regardless of the reason for such vacancyTrustees, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described including vacancies resulting from increases in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction or otherwise, shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No , whether or not sufficient to constitute a quorum, or by a sole remaining Trustee; provided, however, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees elected by that class or series or the sole remaining Trustee elected by that class or series may fill any vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in among the number of Trustees shall occur, until such vacancy is filled as provided herein, elected by that class or series. A Trustee elected by the Trustees to fill any vacancy occurring in officethe Board of Trustees, regardless whether occurring due to an increase in size of their numberthe Board of Trustees or by the death, resignation or removal of any Trustee, shall have all serve until the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration next annual meeting of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she Shareholders at which such Trustee's Class shall be deemed a Trustee hereunder. The elected and qualifies; subject, however, to prior death, declination to serve, resignation, retirement, removal, disqualification or incapacity of one or more Trustees, or all of them, shall not operate removal from office. Any Trustee elected by Shareholders at an annual meeting to annul fill any vacancy occurring in the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number Board of Trustees, until additional whether occurring due to an increase in size of the Board of Trustees are or by the death, resignation or removal of any Trustee, that has arisen since the preceding annual meeting of Shareholders (which vacancy has not been filled by election of a new Trustee by the Trustees) shall hold office for a term which coincides with the remaining term of the Class of Trustee to which such office was previously assigned. Any person elected or appointed as provided herein a Trustee shall meet the criteria for office set forth from time to bring the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees time in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. 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. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Actthese Bylaws.

Vacancies. (a) Whenever a vacancy in the Board of Trustees shall occur regardless or be created, including an increase in the number of Trustees by action of the reason for such vacancyBoard of Trustees, only the remaining Trustees may fill such vacancy by appointing an individual or individuals having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided provided, however, that the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.1. 1 of this Article IV. (b) If the Shareholders of any Class or Series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees or the sole remaining Trustee elected by that Class or Series may fill any vacancy among the number of Trustees elected by that Class or Series. (c) Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration office or by resolution approved at a duly constituted meeting of Trust or to revoke any existing agency created pursuant to the terms Board of this Declaration of Trust. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. . (d) 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, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such TrusteesDeclaration. As conclusive evidence of such vacancy, an a written instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. majority of the Trustees. (e) In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are Adviser is empowered to appoint new Trustees subject to applicable the provisions of Section 16(a) of the 1940 Act. (f) No vacancy shall operate to annul this Declaration or to revoke any existing agency created pursuant to the terms of this Declaration.

Vacancies. Whenever a vacancy in the Board of Trustees shall occur regardless If any or all of the Trustees cease to be Trustees hereunder, whether by reason for of resignation, removal, incapacity, death or otherwise, such vacancyevent shall not terminate the Trust or affect its continuity. Until vacancies are filled, the remaining Trustee or Trustees (even though fewer than five (5)) may fill such vacancy exercise the powers of the Trustees hereunder. Vacancies (including vacancies created by appointing an individual having increases in number) may be filled by the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed remaining Trustee or by a majority of the remaining Trustees then in office (or may leave such vacancy unfilled or may reduce the number of Trustees; provided Controlling Shareholder, if the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.1. Any vacancy created vacant position was formerly held by an increase in Trustees may be filled Affiliated Trustee) or by the appointment vote and consent of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by holders of a majority of the Trustees then in officeoutstanding Shares entitled to vote thereon. No vacancy If at any time there shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the be no Trustees in office, regardless of their number, shall have all the powers granted to the successor Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed elected by the Shareholders as provided in Section 6.7. There shall be at least four (4) Unaffiliated Trustees at all times until ART owns at least 80% of the outstanding Shares of the Trust; provided, however, that if, as a Trustee hereunder. The death, declination to serve, result of vacancies created by the resignation, retirementremoval or death of an Unaffiliated Trustee, removalthere are less than four (4) Unaffiliated Trustees, or incapacity of the remaining Unaffiliated Trustees, if any, must fill such vacancy with one or more substitute Unaffiliated Trustees (in such capacity, the "Substitute Unaffiliated Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. 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 Unaffiliated Trustees is equal to four (4) or more; and provided further that, if there are no Unaffiliated Trustees, the designated numberremaining Trustees, if any, must fill such vacancies with four or more Substitute Unaffiliated Trustees; and, provided further that, if there are no Trustees, the number of Shareholders shall elect at least four or more Unaffiliated Trustees as fixed is reduced, the Trustees provided in office, regardless of their number, shall have all the powers granted Section 6.7. Notwithstanding anything herein to the Trustees contrary, at and shall discharge all after such time as ART owns at least 80% of the duties imposed upon outstanding Shares of the Trustees by this Declaration of Trust, and during there shall only be two Unaffiliated Trustees required hereunder. Any Trustee elected to fill a vacancy created by the period during which any resignation, removal or death of a former Trustee shall hold office for the unexpired term of such vacancy shall occur, only former Trustee. Successors of the Unaffiliated Trustees then in office shall be counted for nominated by the purposes of the existence of a quorum or remaining Unaffiliated Trustees, if there are any action to be taken by such remaining Unaffiliated Trustees. 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. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.

Vacancies. (a) Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancyoccur, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided provided, however, that the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.1. 1 of this Article IV. (b) If the Shareholders of any Class or Series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees or the sole remaining Trustee elected by that Class or Series may fill any vacancy among the number of Trustees elected by that Class or Series. (c) Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. . (d) 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, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such TrusteesDeclaration. As conclusive evidence of such vacancy, an a written instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. majority of the Trustees. (e) In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s 's Investment Manager(s) are Adviser is empowered to appoint new Trustees subject to applicable the provisions of Section 16(a) of the 1940 Act. (f) No vacancy shall operate to annul this Declaration or to revoke any existing agency created pursuant to the terms of this Declaration.

Vacancies. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancy, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust Fund or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. 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, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust Fund or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Fund's Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.

Vacancies. Subject to the applicable requirements of the 1940 Act and except as may be provided by the Board of Trustees in setting the terms of any class or series of shares of beneficial interests, the Board of Trustees shall have the exclusive power to fill vacancies on the Board of Trustees in the manner provided in this Article. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancyoccur, the remaining Trustees may fill such vacancy by appointing electing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.12.1 hereof; provided, further, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees or the sole remaining Trustee elected by that class or series may fill any vacancy among the number of Trustees elected by that class or series. If the Shareholders of any class or series are entitled separately to elect one or more Trustees and no Trustee of such class or series remains, a majority of the remaining Trustees (regardless of the class or series of Shareholders entitled to vote for such Trustees) may fill any vacancy. Any vacancy created by an increase in Trustees may be filled by the appointment election of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in officeTrustees. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of TrustDeclaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. 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, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. 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. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 ActDeclaration.

Vacancies. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancyoccur, the remaining Trustees may fill such vacancy by appointing an any individual having the qualifications described as they may determine in this Article IVtheir sole discretion, consistent with applicable the limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.12.1 hereof. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. The Trustees may appoint a new Trustee as provided above in anticipation of a vacancy expected to occur because of the retirement, resignation or removal of a Trustee, or an increase in the number of Trustees, provided that such appointment shall become effective only at or after the expected vacancy occurs. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of TrustDeclaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. 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, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. 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 TrusteeDeclaration. In the event of the death, declination, resignation, retirement, removal, removal or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer servingfill vacancies, the Trust’s Investment Manager(s) 's officers are empowered to appoint new Trustees subject to applicable the provisions of Section 16(a) of the 1940 Act.

Vacancies. Whenever a vacancy in shall exist amongst the Board of Trustees shall occur Trustees, regardless of the reason for such vacancy, the remaining Trustees may shall appoint any person as they determine in their sole discretion to fill such vacancy by appointing an individual having the qualifications described in this Article IVthat vacancy, consistent with applicable the limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction . Such appointment shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then or by a resolution of the Trustees, duly adopted and recorded in officethe records of the Trust, specifying the effective date of the appointment. No The Trustees may appoint a new Trustee as provided above in anticipation of a vacancy expected to occur because of the retirement, resignation or removal of a Trustee, or an increase in number of Trustees, provided that such appointment shall operate become effective only at or after the expected vacancy occurs. As soon as any such Trustee has accepted his appointment in writing, the trust estate shall vest in the new Trustee, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder. The Trustees’ power of appointment is subject to annul this Declaration Section 16(a) of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust1940 Act. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided hereinin this Article, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunderDeclaration. The death, declination to serve, resignation, retirement, removal, removal or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there a vacancy in amongst the Trustees shall be fewer than the designated number of Trusteesoccur, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated numbersuch vacancy is filled, or the number of Trustees as fixed while any Trustee is reducedabsent from his domicile (unless that Trustee has made arrangements to be informed about, and to participate in, the affairs of the Trust during such absence), or is physically or mentally incapacitated, the remaining Trustees in office, regardless of their number, shall have all the powers granted hereunder and their certificate as to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. 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. In the event of the death, declination, resignation, retirement, removalabsence, or incapacity shall be conclusive. Any Trustee may, by power of all the then Trustees within attorney, delegate his powers as Trustee for a short period of not exceeding six (6) months at any one time and without the opportunity for at least one to any other Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Actor Trustees.

Vacancies. Whenever a vacancy in on the Board of Trustees shall occur regardless of the reason for such vacancyoccur, the remaining Trustees then in office, even if such remaining Trustees do not constitute a quorum, may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.12.1 hereof; provided, further, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees or the sole remaining Trustee elected by that class or series may fill any vacancy among the number of Trustees elected by that class or series. If the vacancy on the Board of Trustees is an Independent Trustee position, a majority of the remaining Independent Trustees or the sole remaining Independent Trustee will nominate the replacement for such vacancy. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of TrustDeclaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. 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, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. 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. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 ActDeclaration.

Vacancies. Whenever a vacancy Subject to the provisions of the 1940 Act, any vacancies in the Board of Trustees Trustees, whether arising from death, resignation, removal or any other cause except an increase in the number of Trustees, shall occur regardless be filled by a vote of the reason for such vacancymajority of the Board of Trustees then in office even though that majority is less than a quorum, provided that no vacancy or vacancies shall be filled by action of the remaining Trustees may fill such if, after the filling of the vacancy by appointing an individual having the qualifications described in this Article IVor vacancies, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority fewer than two-thirds of the Trustees then holding office shall have been elected by the Shareholders. A majority of the entire Board may fill a vacancy that results from an increase in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided . Any Trustee appointed by the aggregate number Board of Trustees after such reduction to fill a vacancy shall not be less than hold office only until the minimum number required by Section 4.1next annual meeting of Shareholders and until a successor has been elected and qualifies or until his earlier resignation or removal. Any vacancy created by an increase in Trustees may be filled Trustee elected by the appointment of an individual having Shareholders to fill a vacancy shall hold office for the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority balance of the Trustees then in officeterm of the Trustee whose death, resignation or removal occasioned the vacancy and until a successor has been elected and qualifies or until his earlier resignation or removal. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of TrustDeclaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. 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, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. 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. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 ActDeclaration.

Vacancies. (a) Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancyoccur, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided provided, however, that the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.1. 1 of this Article IV. (b) If the Shareholders of any Class or Series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees or the sole remaining Trustee elected by that Class or Series may fill any vacancy among the number of Trustees elected by that Class or Series. (c) Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. . (d) 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, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such TrusteesDeclaration. As conclusive evidence of such vacancy, an a written instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. majority of the Trustees. (e) In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are Adviser is empowered to appoint new Trustees subject to applicable the provisions of Section 16(a) of the 1940 Act. (f) No vacancy shall operate to annul this Declaration or to revoke any existing agency created pursuant to the terms of this Declaration.

Vacancies. Whenever a vacancy If for any reason any or all the Trustees cease to be Trustees, such event shall not terminate the Trust or affect these Bylaws or the powers of the remaining Trustees hereunder (even if fewer than three Trustees remain). Subject to the requirements of the 1940 Act or other applicable law, any vacancies in the Board of Trustees shall occur regardless of the reason for such vacancyTrustees, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described including vacancies resulting from increases in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction or otherwise, shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No , whether or not sufficient to constitute a quorum, or by a sole remaining Trustee; provided, however, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees elected by that class or series or the sole remaining Trustee elected by that class or series may fill any vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in among the number of Trustees shall occur, until such vacancy is filled as provided herein, elected by that class or series. A Trustee elected by the Trustees to fill any vacancy occurring in officethe Board of Trustees, regardless whether occurring due to an increase in size of their numberthe Board of Trustees or by the death, resignation or removal of any Trustee, shall have all serve until the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration next annual meeting of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she Shareholders at which such Trustee’s Class shall be deemed a Trustee hereunder. The elected and qualifies; subject, however, to prior death, declination to serve, resignation, retirement, removal, disqualification or incapacity of one or more Trustees, or all of them, shall not operate removal from office. Any Trustee elected by Shareholders at an annual meeting to annul fill any vacancy occurring in the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number Board of Trustees, until additional Trustees are elected or appointed as provided herein whether occurring due to bring an increase in size of the total number Board of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. 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. In the event of the death, declinationresignation or removal of any Trustee, resignation, retirement, removal, or incapacity that has arisen since the preceding annual meeting of all Shareholders (which vacancy has not been filled by election of a new Trustee by the then Trustees within Trustees) shall hold office for a short period of time and without term which coincides with the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) remaining term of the 1940 ActClass of Trustee to which such office was previously assigned. Any person nominated or elected by the Shareholders or the Trustees as a Trustee shall meet the qualifications for office set forth from time to time in these Bylaws.

Vacancies. Whenever a vacancy shall exist in the Board of Trustees shall occur Trustees, regardless of the reason for such vacancy, the remaining Trustees may shall appoint any person as they determine in their sole discretion to fill such vacancy by appointing an individual having the qualifications described in this Article IVthat vacancy, consistent with applicable the limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction . Such appointment shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then or by a resolution of the Trustees, duly adopted and recorded in officethe records of the Trust, specifying the effective date of the appointment. No The Trustees may appoint a new Trustee as provided above in anticipation of a vacancy expected to occur because of the retirement, resignation or removal of a Trustee, or an increase in number of Trustees, provided that such appointment shall operate become effective only at or after the expected vacancy occurs. As soon as any such Trustee has accepted his appointment in writing, the trust estate shall vest in the new Trustee, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder. The Trustees’ power of appointment is subject to annul this Declaration Section 16(a) of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust1940 Act. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided hereinin this Article, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunderDeclaration. The death, declination to serve, resignation, retirement, removal, removal or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there a vacancy in the Board of Trustees shall be fewer than the designated number of Trusteesoccur, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated numbersuch vacancy is filled, or the number of Trustees as fixed while any Trustee is reducedabsent from his domicile (unless that Trustee has made arrangements to be informed about, an d to participate in, the affairs of the Trust during such absence), or is physically or mentally incapacitated, the remaining Trustees in office, regardless of their number, shall have all the powers granted hereunder and their certificate as to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. 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. In the event of the death, declination, resignation, retirement, removalabsence, or incapacity shall be conclusive. Any Trustee may, by power of all the then Trustees within attorney, delegate his powers as Trustee for a short period of not exceeding six (6) months at any one time and without the opportunity for at least one to any other Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Actor Trustees.

Vacancies. Whenever a vacancy If for any reason any or all the Trustees cease to be Trustees, such event shall not terminate the Trust or affect these Bylaws or the powers of the remaining Trustees hereunder (even if fewer than three Trustees remain). Subject to the requirements of the 1940 Act or other applicable law, any vacancies in the Board of Trustees shall occur regardless of the reason for such vacancyTrustees, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described including vacancies resulting from increases in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction or otherwise, shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No , whether or not sufficient to constitute a quorum, or by a sole remaining Trustee; provided, however, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees elected by that class or series or the sole remaining Trustee elected by that class or series may fill any vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in among the number of Trustees shall occur, until such vacancy is filled as provided herein, elected by that class or series. A Trustee elected by the Trustees to fill any vacancy occurring in officethe Board of Trustees, regardless whether occurring due to an increase in size of their numberthe Board of trustees or by the death, resignation or removal of any Trustee, shall have all serve until the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration next annual meeting of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she Shareholders at which such Trustee's Class shall be deemed a Trustee hereunder. The elected and qualifies, subject, however, to prior death, declination to serve, resignation, retirement, removal, disqualification or incapacity of one or more Trustees, or all of them, shall not operate removal from office. Any Trustee elected by Shareholders at an annual meeting to annul fill any vacancy occurring in the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number Board of Trustees, until additional Trustees are whether occurring due to an increase in size of the Board of trustees or by the death, resignation or removal of any Trustee, that has arisen since the preceding annual meeting of Shareholders (which vacancy has not been filled by election of a new Trustee by the Trustees) shall hold office for a term which coincides with the remaining term of the Class of Trustee to which such office was previously assigned. Any person elected or appointed as provided herein a Trustee shall meet the criteria for office set forth from time to bring time in the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. 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. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 ActBylaws.

Vacancies. Subject to the applicable requirements of the 1940 Act and except as may be provided by the Board of Trustees in setting the terms of any class or series of shares of beneficial interests, the Board of Trustees shall have the exclusive power to fill vacancies on the Board of Trustees in the manner provided in this Article. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancyoccur, the remaining Trustees may fill such vacancy by appointing electing an individual having the qualifications described in this Article IV, consistent with applicable limitations under and the 1940 Act, by a written instrument signed Bylaws by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.12.1 hereof; provided, further, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees or the sole remaining Trustee elected by that class or series may fill any vacancy among the number of Trustees elected by that class or series. If the Shareholders of any class or series are entitled separately to elect one or more Trustees and no Trustee of such class or series remains, a majority of the remaining Trustees (regardless of the class or series of Shareholders entitled to vote for such Trustees) may fill any vacancy. Any vacancy created by an increase in Trustees may be filled by the appointment election of an individual having the qualifications described in this Article IV, consistent with applicable limitations under and the 1940 Act, made by a written instrument signed Bylaws by a majority of the Trustees then in officeTrustees. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of TrustDeclaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. 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, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. 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. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 ActDeclaration.

Vacancies. Whenever The term of office of a Trustee shall terminate and a vacancy shall occur in the Board of Trustees shall occur regardless event of the death, resignation, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the office of a Trustee. No such vacancy shall operate to annul this Amended Declaration or to revoke any existing agency created pursuant to the terms of the Amended Declaration. In the case of an existing vacancy, including a vacancy existing by reason for such vacancyof an increase in the number of Trustees, subject to the provisions of Section 16(a) of the 1940 Act, the remaining Trustees may shall fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described such other person as they in this Article IV, consistent with applicable limitations under the 1940 Acttheir discretion shall see fit, made by a written instrument signed by a majority of the Trustees then Trustees. Any such appointment shall not become effective, however, until the person named in office. No vacancy the written instrument of appointment shall operate have accepted in writing such appointment and agreed in writing to annul this Declaration of Trust or to revoke any existing agency created pursuant to be bound by the terms of this Declaration the Amended Declaration. An appointment of Trusta Trustee may be made in anticipation of a vacancy to occur at a later date by reason of retirement, resignation or increase in the number of Trustees, provided that such appointment shall not become effective prior to such retirement, resignation or increase in the number of Trustees. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. 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, or the number of Trustees as fixed is reducedSection 2.4, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such TrusteesAmended Declaration. As evidence of such vacancy, an A written instrument certifying the existence of such vacancy may be executed signed by an officer a majority of the Trust or by a Trustee. In the event Trustees shall be conclusive evidence of the death, declination, resignation, retirement, removal, or incapacity existence of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Actsuch vacancy.

Vacancies. The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the removal, declination to serve, resignation, retirement, incompetence or other incapacity to perform the duties of the office, or death. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancyoccur, the remaining Trustees may fill such vacancy by appointing an any individual having the qualifications described as they may determine in this Article IV, consistent with applicable limitations under the 1940 Act, their sole discretion by a written instrument signed by vote of a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.12.1 hereof. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by vote of a majority of the Trustees then in office. The Trustees may appoint a new Trustee as provided above in anticipation of a vacancy expected to occur because of the retirement, resignation or removal of a Trustee, or an increase in the number of Trustees, provided that such appointment shall become effective only at or after the expected vacancy occurs. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of TrustDeclaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. 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, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. 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. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 ActDeclaration.

Vacancies. Whenever a Any vacancy or anticipated vacancy resulting from any reason, including without limitation the death, resignation, retirement, removal or incapacity of any of the Trustees, or resulting from an increase in the Board number of Trustees shall occur regardless by the other Trustees may (but so long as there are at least three remaining Trustees as required by Section 1(b) of this Article, need not unless required by the 1940 Act) be filled either by ▇ ▇▇▇▇▇▇ty of the reason remaining Trustees through the appointment in writing of such other person as such remaining Trustees in their discretion shall determine or, whenever deemed appropriate by the remaining Trustees, by the election by the Shareholders, at a meeting called for such purpose, of a person to fill such vacancy, and such appointment or election shall be effective upon the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority acceptance of the Trustees then in office or may leave person named therein to serve as a Trustee and agreement by such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not person to be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled bound by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms provisions of this Declaration of Trust, except that any such appointment or election in anticipation of a vacancy to occur by reason of retirement, resignation, or increase in number of Trustees to be effective at a later date 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 so appointed or elected shall have accepted such appointment or election and shall have agreed in writing to be bound by this Declaration of Trust and the appointment or election is effective, the Trust estate shall vest in the new Trustee, together with the continuing Trustees, without any further act or conveyance. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunder. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. 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, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of TrustTrustees, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. 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. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.

Vacancies. Whenever a vacancy If for any reason any or all the Trustees cease to be Trustees,such event shall not terminate the Trust or affect these Bylaws or the powers ofthe remaining Trustees hereunder (even if fewer than three Trustees remain). Subject to the requirements of the 1940 Act or other applicable law, any vacancies in the Board of Trustees shall occur regardless of the reason for such vacancyTrustees, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described including vacancies resulting from increases in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction or otherwise, shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No , whether or not sufficient to constitute a quorum, or by a sole remaining Trustee; provided, however, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees elected by that class or series or the sole remaining Trustee elected by that class or series may fill any vacancy shall operate to annul this Declaration of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in among the number of Trustees shall occur, until such vacancy is filled as provided herein, elected by that class or series. A Trustee elected by the Trustees to fill any vacancy occurring in officethe Board of Trustees, regardless whether occurring due to an increase in size of their numberthe Board of Trustees or by the death, resignation or removal of any Trustee, shall have all serve until the powers granted to the Trustees and shall discharge all duties imposed upon the Trustees by this Declaration next annual meeting of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she Shareholders at which such Trustee's Class shall be deemed a Trustee hereunder. The elected and qualifies, subject, however, to prior death, declination to serve, resignation, retirement, removal, disqualification or incapacity of one or more Trustees, or all of them, shall not operate removal from office. Any Trustee elected by Shareholders at an annual meeting to annul fill any vacancy occurring in the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number Board of Trustees, until additional Trustees are whether occurring due to an increase in size of the Board of trustees or by the death, resignation or removal of any Trustee, that has arisen since the preceding annual meeting of Shareholders (which vacancy has not been filled by election of a new Trustee by the Trustees) shall hold office for a term which coincides with the remaining term of the Class of Trustee to which such office was previously assigned. Any person elected or appointed as provided herein a Trustee shall meet the criteria for office set forth from time to bring time in the total number of Trustees equal to the designated number, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. 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. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 ActBylaws.

Vacancies. Whenever a vacancy shall exist in the Board of Trustees shall occur Trustees, regardless of the reason for such vacancy, the remaining Trustees may shall appoint any person as they determine in their sole discretion to fill such vacancy by appointing an individual having the qualifications described in this Article IVthat vacancy, consistent with applicable the limitations under the 1940 Act, by a written instrument signed by provided, that if the Shareholders of any Class or Series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees then in office or the sole remaining Trustee elected by that Class or Series may leave such fill any vacancy unfilled or may reduce among the number of Trustees; provided the aggregate number of Trustees after such reduction elected by that Class or Series. Such appointment shall not be less than the minimum number required by Section 4.1. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority Majority of the Trustees then or by a resolution of the Trustees, duly adopted and recorded in officethe records of the Trust, specifying the effective date of the appointment. No The Trustees may appoint a new Trustee as provided above in anticipation of a vacancy expected to occur because of the retirement, resignation or removal of a Trustee, or an increase in number of Trustees, provided that such appointment shall operate become effective only at or after the expected vacancy occurs. As soon as any such Trustee has accepted his appointment in writing, the Trust estate shall vest in the new Trustee, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder. The Trustees' power of appointment is subject to annul this Declaration Section 16(a) of Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust1940 Act. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided hereinin this Article II, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunderDeclaration. The death, declination to serve, resignation, retirement, removal, removal or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. 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, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. 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. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to applicable provisions of Section 16(a) of the 1940 Act.

Vacancies. Whenever a vacancy in the Board of Trustees shall occur regardless of the reason for such vacancyoccur, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 4.14.1 hereof; provided, further, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees or the sole remaining Trustee elected by that class or series may fill any vacancy among the number of Trustees elected by that class or series. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article IV, consistent with applicable limitations under the 1940 Act, made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration of Trust Declaration, to terminate the Fund, or to revoke any existing agency created pursuant to the terms of this Declaration of TrustDeclaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust. Upon the appointment of a successor Trustee and without any further act or conveyance, he or she shall be deemed a Trustee hereunderDeclaration. The death, declination to serve, resignation, retirement, removal, removal or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust Fund or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. 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, or the number of Trustees as fixed is reduced, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust, and during the period during which any such vacancy shall occur, only the Trustees then in office shall be counted for the purposes of the existence of a quorum or any action to be taken by such Trustees. As conclusive evidence of such vacancy, an a written instrument certifying the existence of such vacancy may be executed by an officer of the Trust Fund or by a Trusteemajority of the Trustees. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the TrustFund’s Investment Manager(s) are Manager is empowered to appoint new Trustees subject to applicable the provisions of Section 16(a) of the 1940 Act.