Common use of Proxies and Corporate Actions Clause in Contracts

Proxies and Corporate Actions. LPL shall be responsible for voting proxies solicited by, or with respect to, the issuers of any securities held in the Account on Client’s behalf except to the extent otherwise prohibited by law. 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. 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 instructions provided by the PWP Advisors unless, in the determination of the OPM, such instructions are overtly contrary to the best interests of PWP clients. Prior to making such determination, however, LPL will first determine if it has a conflict of interest with any of the companies 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 interests. 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, including bankruptcies, involving securities or other investments held in the Account, or the issuers thereof. Client hereby retains the right and obligation to take action with respect to legal proceedings relating to securities held in the Account. Client hereby designates LPL, as a broker/dealer and investment advisor, to receive all prospectuses, annual reports, and disclosure statements for 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.

Proxies and Corporate Actions. LPL shall be responsible for voting proxies solicited by, or with respect to, the issuers of any securities held in the Account on the Client’s behalf except to the extent otherwise prohibited by law. 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. 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 instructions provided by the PWP Advisors unless, in the determination of the OPM, such instructions are overtly contrary to the best interests of PWP clients. Prior to making such determination, however, LPL will first determine if it has a conflict of interest with any of the companies 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 interests. 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, including bankruptcies, involving securities or other investments held in the Account, or the issuers thereof. Client hereby retains the right and obligation to take action with respect to legal proceedings relating to securities held in the Account. Client hereby designates LPL, as a broker/dealer and investment advisor, to receive all prospectuses, annual reports, and disclosure statements for 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.