Common use of Proxies and Corporate Actions Clause in Contracts

Proxies and Corporate Actions. In the case of the SMA Platform, the SMA Portfolio Manager shall be responsible, except to the extent otherwise permitted by law, for voting proxies and exercising corporate actions solicited by, or with respect to, the issuers of any securities held in the Account. In the case of the MP Platform, LPL shall be responsible, except to the extent otherwise prohibited by law, for voting proxies or exercising corporate actions solicited by, or with respect to, the issuers of any securities held in the Account. However, Client may expressly retain the right and obligation to vote any proxies relating to securities held in the Account, provided Client provides prior written notice to LPL, and in the case of the SMA Platform, to the SMA Portfolio Manager and LPL. Under the SMA Platform, Client hereby designates SMA Portfolio Manager, as the investment adviser with investment discretion on the Account, to receive all prospectuses, annual reports and disclosure statements for securities held in the Account. Under the MP Platform, Client hereby designates LPL, as a broker-dealer and investment advisor with investment discretion, to receive all prospectuses, annual reports, and disclosure statements for securities held in the Account. Client retains the right to rescind this designation by notifying LPL in writing. Client may request prospectuses and reports from IAR. None of LPL, IAR, or any SMA Portfolio Manager shall be obligated to render any advice or take any action on behalf of Client with respect to securities or other investments held in the Account, or the issuers thereof, which become the subject of any legal proceedings, including bankruptcies. Client hereby retains the right and obligation to take such action relating to securities held in the Account.

Proxies and Corporate Actions. In the case of the SMA Platform, the SMA Portfolio Manager LPL shall be responsible, except to the extent otherwise permitted by law, responsible for voting proxies and exercising corporate actions solicited by, or with respect to, the issuers of any securities held in the Account. In the case of the MP Platform, LPL shall be responsible, Account on Client’s behalf except to the extent otherwise prohibited by law, for voting proxies or exercising corporate actions solicited by, or with respect to, the issuers of any securities held in the Account. However, Client may expressly retain the right and obligation to vote any proxies relating to securities held in the Account; provided, provided that Client provides prior written notice to Advisor and LPL, and . LPL will use a third-party vendor to provide assistance in the voting of such proxies. In the case of voluntary corporate actions, LPL intends to follow the SMA Platforminstructions provided by the PWP Advisors unless, in the determination of OPM, such instructions are overtly contrary to the SMA Portfolio Manager and LPLbest interests of PWP clients. Under Prior to making such determination, however, LPL will first determine if it has a conflict of interest with any of the SMA Platformcompanies involved in the corporate action. If LPL does have a conflict of interest, LPL will follow the instructions provided by the PWP Advisors without reviewing individual Client hereby designates SMA Portfolio Managerinterests. Advisor will not have any authority to act in any way with regard to proxies or voluntary corporate actions. Neither LPL nor Advisor shall be obligated to render any advice or take any action on behalf of Client with respect to any legal proceedings, as the investment adviser with investment discretion on including bankruptcies, involving securities or other investments held in the Account, or the issuers thereof. Client hereby retains the right and obligation to receive all prospectuses, annual reports and disclosure statements for take action with respect to legal proceedings relating to securities held in the Account. Under the MP Platform, Client hereby designates LPL, as a broker-/dealer and investment advisor with investment discretionadvisor, to receive all prospectuses, annual reports, and disclosure statements for securities mutual funds held in the Account. Client retains the right to rescind this designation by notifying LPL in writing. Client may request mutual fund prospectuses and reports from IAR. None of LPL, IAR, or any SMA Portfolio Manager shall be obligated to render any advice or take any action on behalf of Client with respect to securities or other investments held in the Account, or the issuers thereof, which become the subject of any legal proceedings, including bankruptcies. Client hereby retains the right and obligation to take such action relating to securities held in the AccountAdvisor.

Proxies and Corporate Actions. In the case of the SMA Platform, the SMA Portfolio Manager LPL shall be responsible, except to the extent otherwise permitted by law, responsible for voting proxies and exercising corporate actions solicited by, or with respect to, the issuers of any securities held in the Account. In Account on the case of the MP Platform, LPL shall be responsible, Client’s behalf except to the extent otherwise prohibited by law, for voting proxies or exercising corporate actions solicited by, or with respect to, the issuers of any securities held in the Account. However, Client may expressly retain the right and obligation to vote any proxies relating to securities held in the Account, provided Client provides prior written notice to the IAR and LPL, and . LPL will utilize a third-party vendor to provide assistance in the voting of such proxies. In the case of voluntary corporate actions, LPL intends to follow the SMA Platforminstructions provided by the PWP Advisors unless, in the determination of the OPM, such instructions are overtly contrary to the SMA Portfolio Manager and LPLbest interests of PWP clients. Under Prior to making such determination, however, LPL will first determine if it has a conflict of interest with any of the SMA Platformcompanies involved in the corporate action. If LPL does have a conflict of interest, LPL will follow the instructions provided by the PWP Advisors without reviewing individual Client hereby designates SMA Portfolio Managerinterests. Neither LPL nor IAR shall be obligated to render any advice or take any action on behalf of Client with respect to any legal proceedings, as the investment adviser with investment discretion on including bankruptcies, involving securities or other investments held in the Account, or the issuers thereof. Client hereby retains the right and obligation to receive all prospectuses, annual reports and disclosure statements for take action with respect to legal proceedings relating to securities held in the Account. Under the MP Platform, Client hereby designates LPL, as a broker-/dealer and investment advisor with investment discretionadvisor, to receive all prospectuses, annual reports, and disclosure statements for securities mutual funds or ETFs held in the Account. Client retains the right to rescind this designation by notifying LPL in writing. Client may request fund prospectuses and reports from IAR. None of LPL, IAR, or any SMA Portfolio Manager shall be obligated to render any advice or take any action on behalf of Client with respect to securities or other investments held in the Account, or the issuers thereof, which become the subject of any legal proceedings, including bankruptcies. Client hereby retains the right and obligation to take such action relating to securities held in the Account.

Proxies and Corporate Actions. In the case of the SMA Platform, the SMA Portfolio Manager LPL shall be responsible, except to the extent otherwise permitted by law, responsible for voting proxies and exercising corporate actions solicited by, or with respect to, the issuers of any securities held in the Account. In the case of the MP Platform, LPL shall be responsible, Account on Client’s behalf except to the extent otherwise prohibited by law, for voting proxies or exercising corporate actions solicited by, or with respect to, the issuers of any securities held in the Account. However, Client may expressly retain the right and obligation to vote any proxies relating to securities held in the Account, provided Client provides prior written notice to the IAR and LPL, and . LPL will utilize a third-party vendor to provide assistance in the voting of such proxies. In the case of voluntary corporate actions, LPL intends to follow the SMA Platforminstructions provided by the PWP Advisors unless, in the determination of the OPM, such instructions are overtly contrary to the SMA Portfolio Manager and LPLbest interests of PWP clients. Under Prior to making such determination, however, LPL will first determine if it has a conflict of interest with any of the SMA Platformcompanies involved in the corporate action. If LPL does have a conflict of interest, LPL will follow the instructions provided by the PWP Advisors without reviewing individual Client hereby designates SMA Portfolio Managerinterests. Neither LPL nor IAR shall be obligated to render any advice or take any action on behalf of Client with respect to any legal proceedings, as the investment adviser with investment discretion on including bankruptcies, involving securities or other investments held in the Account, or the issuers thereof. Client hereby retains the right and obligation to receive all prospectuses, annual reports and disclosure statements for take action with respect to legal proceedings relating to securities held in the Account. Under the MP Platform, Client hereby designates LPL, as a broker-/dealer and investment advisor with investment discretionadvisor, to receive all prospectuses, annual reports, and disclosure statements for securities mutual funds or ETFs held in the Account. Client retains the right to rescind this designation by notifying LPL in writing. Client may request fund prospectuses and reports from IAR. None of LPL, IAR, or any SMA Portfolio Manager shall be obligated to render any advice or take any action on behalf of Client with respect to securities or other investments held in the Account, or the issuers thereof, which become the subject of any legal proceedings, including bankruptcies. Client hereby retains the right and obligation to take such action relating to securities held in the Account.