Common use of Proxies; Class Actions Clause in Contracts

Proxies; Class Actions. (a) The Manager has provided the Subadvisor a copy of the Manager’s Proxy Voting Policy, setting forth the policy that proxies be voted for the exclusive benefit and in the best interests of the Trust, on behalf of the applicable Series. Absent contrary instructions received in writing from the Trust, the Subadvisor will vote all proxies solicited by or with respect to the issuers of securities held by the Series in accordance with the Subadvisor’s Global Proxy Voting Policies and Procedures, as they may be amended from time to time. A current copy of this document is available upon request. The Manager authorizes the Subadvisor to instruct the custodian to forward promptly to the Subadvisor only copies of all proxies and shareholder communications relating to proxy votes involving securities held in the Allocated Assets (other than materials relating to legal proceedings.) The Manager agrees that the Subadvisor will not be responsible or liable for failing to vote any proxies where it has not received the proxies or related shareholder communications in a timely manner applicable fiduciary obligations. The Subadvisor shall maintain records concerning how it has voted proxies on behalf of the Trust, and these records shall be available to the Trust upon request. (b) Manager acknowledges and agrees that the Subadvisor shall not be responsible for taking any action or rendering advice with respect to any class action claim relating to any assets held in the Allocated Assets or Series. Manager will instruct the applicable service providers not to forward to the Subadvisor any information concerning such actions.

Proxies; Class Actions. (a) The Manager has provided Subadviser is hereby appointed the Subadvisor a copy of Fund’s agent and attorney-in-fact to exercise in its discretion all rights and perform all duties which may be exercisable in relation to the Manager’s Proxy Voting PolicyFund, setting forth including without limitation the policy that proxies be voted for the exclusive benefit and right to vote (or in the best interests of the Trustits discretion, refrain from voting), tender, exchange, endorse, transfer, or deliver any securities on behalf of the applicable SeriesFund, to participate in or consent to any class action, distribution, plan of reorganization, creditors committee, merger, combination, consolidation, liquidation, underwriting, or similar plan with reference to such securities; and to execute and bind the Fund in waivers, consents and covenants related thereto. Absent contrary instructions received in writing from For the Trustavoidance of doubt, the Subadvisor Subadviser has sole and full discretion to vote (or not to vote) any securities in the Fund and neither the Fund nor the Adviser will, directly or indirectly, attempt to influence the Subadviser’s voting decisions. The Subadviser represents and covenants that prior to the Fund’s commencement of operations it will vote all proxies solicited by or have adopted written proxy voting policies and procedures as required under Rule 206(4)-6 of the Investment Advisers Act of 1940, as amended (“Advisers Act”), a copy of which be provided to the Fund and the Board, and that it will promptly provide (i) any updates of such policies and procedures to the Fund and the Board, (ii) its voting records with respect to the issuers of Fund’s securities held by to the Series in accordance with Fund or the SubadvisorFund’s Global Proxy Voting Policies and Proceduresproxy voting service, as they the Fund may be amended from time direct, so that the Fund meets its annual disclosure requirement pursuant to time. A current copy of this document is available upon request. The Manager authorizes Rule 30b1-4 under the Subadvisor to instruct the custodian to forward promptly 1940 Act, and (iii) reports to the Subadvisor only copies of all proxies and shareholder communications relating Adviser and/or the Board, as the Fund may direct, in instances where the Subadviser votes counter to its proxy votes involving securities held in the Allocated Assets (other than materials relating to legal proceedings.) The Manager agrees that the Subadvisor will not be responsible or liable for failing to vote any proxies where it has not received the proxies or related shareholder communications in a timely manner applicable fiduciary obligations. The Subadvisor shall maintain records concerning how it has voted proxies on behalf of the Trust, and these records shall be available to the Trust upon requestvoting policies. (b) Manager acknowledges The Subadviser shall be responsible for responding to any class action claim with respect to any of the Fund’s investments and agrees that shall notify promptly the Subadvisor Fund of any such claims. The Subadviser shall not be responsible for taking any action or rendering advice with respect to any class action claim relating to any assets held in the Allocated Assets or SeriesFund. Manager The Adviser will instruct the applicable service providers not to forward to the Subadvisor Subadviser any information concerning such actions. The Subadviser will, however, forward to Adviser any information it receives regarding any legal matters involving any asset held in the Fund.

Proxies; Class Actions. (a) The Manager Subadvisor has provided the Subadvisor Manager a copy of the ManagerSubadvisor’s Proxy Voting Policy, setting forth the policy that proxies be voted for the exclusive benefit proxy voting policies and in the best interests of the Trust, on behalf of the applicable Seriesprocedures. Absent contrary instructions received in writing from the Trust, the Subadvisor will vote all proxies proxies, if forwarded to the Subadvisor on a timely basis, solicited by or with respect to the issuers of securities held by the Allocated Assets of the Series in accordance with the Subadvisor’s Global Proxy Voting Policies proxy voting policies and Procedures, as they may be amended from time to timeprocedures and applicable fiduciary obligations. A current copy of this document is available upon request. The Manager authorizes the Subadvisor to instruct the custodian to forward promptly to the Subadvisor only copies of all proxies and shareholder communications relating to proxy votes involving securities held in the Allocated Assets (other than materials relating to legal proceedings.) The Manager agrees that the Subadvisor will not be responsible or liable for failing to vote any proxies where it has not received the proxies or related shareholder communications in on a timely manner applicable fiduciary obligationsbasis. The Subadvisor shall maintain records concerning how it has voted proxies on behalf of the Trust, and these records shall be available to the Trust upon request. (b) The Manager acknowledges and agrees that the Subadvisor shall not be responsible for taking any action or rendering advice with respect to any legal action, class action claim or bankruptcy, including filing proof of claim forms, relating to any assets held in the Allocated Assets or the Series. The Manager will instruct the applicable service providers not to forward to the Subadvisor any information concerning such actions. The Subadvisor will, however, forward to the Manager any information it receives regarding any legal matters involving any asset held in the Allocated Assets or the Series.

Proxies; Class Actions. (a) The Manager has provided the Subadvisor a copy of the Manager’s Proxy Voting Policy, setting forth the policy that proxies be voted for the exclusive benefit and in the best interests of the Trust, on behalf of the applicable Series. Absent contrary instructions received in writing from the Trust, the Subadvisor will vote (or refrain from voting) all proxies solicited by or with respect to the issuers of securities held by the Series Series, provided that the relevant proxy materials have been forwarded to the Subadvisor in a timely manner by the Trust’s custodian, in accordance with (i) the Subadvisor’s Global then-current Proxy Voting Policies and Procedures, Procedures as they may be amended from time to time. A current copy of this document is available upon request. The Manager authorizes the Subadvisor to instruct the custodian to forward promptly to the Subadvisor only copies of all proxies time and shareholder communications relating to proxy votes involving securities held in the Allocated Assets (other than materials relating to legal proceedings.ii) The Manager agrees that the Subadvisor will not be responsible or liable for failing to vote any proxies where it has not received the proxies or related shareholder communications in a timely manner applicable fiduciary obligations. The Subadvisor shall maintain records concerning how it has voted proxies on behalf of the Trust, and these records shall be available to the Trust upon request. (b) Manager acknowledges and agrees that the Subadvisor shall not be responsible for taking any action or rendering advice with respect to any class action claim relating to any assets held in the Allocated Assets or Series. Manager will instruct the applicable service providers not to forward to the Subadvisor any information concerning such actions. The Subadvisor will, however, forward to the Manager any information it receives regarding any legal matters involving any asset held in the Allocated Assets or Series and the Subadvisor shall cooperate with the Manager to the extent reasonably necessary for the Series to pursue and/or participate in any such action.

Proxies; Class Actions. (a) The Manager has provided Subadviser is hereby appointed the Subadvisor a copy of Fund’s agent and attorney-in-fact to exercise in its discretion all rights and perform all duties which may be exercisable in relation to the Manager’s Proxy Voting PolicyFund, setting forth including without limitation the policy that proxies be voted for the exclusive benefit and right to vote (or in the best interests of the Trustits discretion, refrain from voting), tender, exchange, endorse, transfer, or deliver any securities on behalf of the applicable SeriesFund, to participate in or consent to any class action, distribution, plan of reorganization, creditors committee, merger, combination, consolidation, liquidation, underwriting, or similar plan with reference to such securities; and to execute and bind the Fund in waivers, consents and covenants related thereto. Absent contrary instructions received in writing from For the Trustavoidance of doubt, the Subadvisor Subadviser has sole and full discretion to vote (or not to vote) any securities in the Fund and neither the Fund nor the Adviser will, directly or indirectly, attempt to influence the Subadviser’s voting decisions. The Subadviser represents and covenants that prior to the Fund’s commencement of operations it will vote all proxies solicited by or have adopted written proxy voting policies and procedures as required under Rule 206(4)-6 of the Advisers Act, a copy of which be provided to the Fund and the Board, and that it will promptly provide (i) any updates of such policies and procedures to the Fund and the Board, (ii) its voting records with respect to the issuers of Fund’s securities held by to the Series in accordance with Fund or the SubadvisorFund’s Global Proxy Voting Policies and Proceduresproxy voting service, as they the Fund may be amended from time direct, so that the Fund meets its annual disclosure requirement pursuant to time. A current copy of this document is available upon request. The Manager authorizes Rule 30b1-4 under the Subadvisor to instruct the custodian to forward promptly 1940 Act, and (iii) reports to the Subadvisor only copies of all proxies and shareholder communications relating Adviser and/or the Board, as the Fund may direct, in instances where the Subadviser votes counter to its proxy votes involving securities held in the Allocated Assets (other than materials relating to legal proceedings.) The Manager agrees that the Subadvisor will not be responsible or liable for failing to vote any proxies where it has not received the proxies or related shareholder communications in a timely manner applicable fiduciary obligations. The Subadvisor shall maintain records concerning how it has voted proxies on behalf of the Trust, and these records shall be available to the Trust upon requestvoting policies. (b) Manager acknowledges The Subadviser shall be responsible for responding to any class action claim with respect to any of the Fund’s investments and agrees that shall notify promptly the Subadvisor Fund of any such claims. The Subadviser shall not be responsible for taking any action or rendering advice with respect to any class action claim relating to any assets held in the Allocated Assets or SeriesFund. Manager The Adviser will instruct the applicable service providers not to forward to the Subadvisor Subadviser any information concerning such actions. The Subadviser will, however, forward to Adviser any information it receives regarding any legal matters involving any asset held in the Fund.

Proxies; Class Actions. (a) The Manager has provided the Subadvisor a copy of the Manager’s Proxy Voting Policy, setting forth the policy that proxies be voted for the exclusive benefit and in the best interests of the Trust, on behalf of the applicable Series. Absent contrary instructions received in writing from the Trust, the Subadvisor will vote all proxies solicited by or with respect to the issuers of securities held by the Series in accordance with the Subadvisor’s Global Proxy Voting Policies 's proxy voting policies and Procedures, as they may be amended from time to time. A current copy of this document is available upon request. The Manager authorizes the Subadvisor to instruct the custodian to forward promptly to the Subadvisor only copies of all proxies procedures and shareholder communications relating to proxy votes involving securities held in the Allocated Assets (other than materials relating to legal proceedings.) The Manager agrees that the Subadvisor will not be responsible or liable for failing to vote any proxies where it has not received the proxies or related shareholder communications in a timely manner that complies with applicable law and its fiduciary obligations. The Subadvisor shall maintain records concerning how it has voted proxies on behalf of the Trust, and these records shall be available to the Trust upon request. (b) Manager acknowledges and agrees that the Subadvisor shall not be responsible for taking any action or rendering advice with respect to any class action claim relating to any assets held in the Allocated Assets or Series. Manager will instruct the applicable service providers not to forward to the Subadvisor any information concerning such actions. The Subadvisor will, however, on a best efforts basis forward to Manager any information it receives directly, that otherwise should have been received by the Custodian, regarding any legal matters involving any asset held in the Allocated Assets or Series.

Proxies; Class Actions. (a) The Manager has provided authorizes Subadvisor to vote proxies for securities held in the Subadvisor a copy Allocated Assets of the ManagerSeries pursuant to Subadvisor’s Proxy Voting Policypolicies and procedures and according to Subadvisor’s proxy voting guidelines, setting forth of which the policy that proxies be voted Manager hereby acknowledges receipt. Subadvisor will maintain appropriate records regarding proxy voting for the exclusive benefit Allocated Assets. Subadvisor is authorized and in the best interests of the Trust, on behalf of the applicable Series. Absent contrary instructions received in writing from the Trust, the Subadvisor will vote all proxies solicited by or with respect to the issuers of securities held by the Series in accordance with the Subadvisor’s Global Proxy Voting Policies and Procedures, as they may be amended from time to time. A current copy of this document is available upon request. The Manager authorizes the Subadvisor directed to instruct the custodian to forward promptly to the Subadvisor only copies of all proxies and shareholder communications relating to proxy votes involving securities held in the Allocated Assets (other than materials relating to legal proceedings.) The ). Manager agrees that the Subadvisor will not be responsible or liable for failing with regard to vote any the voting of proxies where it if Subadvisor has not received the such proxies or related shareholder communications in on a timely manner applicable fiduciary obligationsbasis. The Subadvisor shall maintain records concerning has the authority to engage a service provider to assist with administrative functions related to voting proxies for the Allocated Assets. Manager may obtain a copy of Subadvisor’s proxy voting policies and procedures and information about how it has Subadvisor voted proxies on behalf of with respect to Fund securities by contacting Subadvisor at the Trust, and these records shall be available to the Trust upon requestaddress and/or telephone number listed below. (b) Manager acknowledges and agrees that the Subadvisor shall not be responsible for taking any action or rendering advice with respect to any class action claim relating to any assets held in the Allocated Assets or Series. Manager will instruct the applicable service providers not to forward to the Subadvisor any information concerning such actions. The Subadvisor will, however, forward to Manager any information it receives from third parties regarding any legal matters involving any asset held in the Allocated Assets or Series.

Proxies; Class Actions. (a) The Manager Subadvisor has provided the Subadvisor Manager a copy of the ManagerSubadvisor’s Proxy Voting Policy, setting forth the policy that proxies be voted for the exclusive benefit and in the best interests of the Trust, on behalf of the applicable Series. Absent contrary instructions received in writing from the Trust, the Subadvisor will vote all proxies solicited by or with respect to the issuers of securities held by the Series in accordance with the Subadvisor’s Global Proxy Voting Policies proxy voting policy and Procedures, as they may be amended from time to time. A current copy of this document is available upon request. The Manager authorizes the Subadvisor to instruct the custodian to forward promptly to the Subadvisor only copies of all proxies and shareholder communications relating to proxy votes involving securities held in the Allocated Assets (other than materials relating to legal proceedings.) The Manager agrees that the Subadvisor will not be responsible or liable for failing to vote any proxies where it has not received the proxies or related shareholder communications in a timely manner applicable fiduciary obligations. The Subadvisor shall maintain records concerning how it has voted proxies on behalf of the Trust, and these records shall be available to the Trust upon request. (b) Manager acknowledges and agrees that the Subadvisor shall not be responsible for taking any action or rendering advice with respect to any class action claim relating to any assets held in the Allocated Assets or Series. Manager will instruct the applicable service providers not to forward to the Subadvisor any information concerning such actions. The Subadvisor will, however, forward to the Manager any information it receives regarding any legal matters involving any assets held in the Allocated Assets or Series.

Proxies; Class Actions. (a) The Manager has provided Subadviser is hereby appointed the Subadvisor a copy of Fund’s agent and attorney-in-fact to exercise in its discretion all rights and perform all duties which may be exercisable in relation to the Manager’s Proxy Voting PolicyFund, setting forth including without limitation the policy that proxies be voted for the exclusive benefit and right to vote (or in the best interests of the Trustits discretion, refrain from voting), tender, exchange, endorse, transfer, or deliver any securities on behalf of the applicable SeriesFund, to participate in or consent to any class action, distribution, plan of reorganization, creditors committee, merger, combination, consolidation, liquidation, underwriting, or similar plan with reference to such securities; and to execute and bind the Fund in waivers, consents and covenants related thereto. Absent contrary instructions received in writing from For the Trustavoidance of doubt, the Subadvisor Subadviser has sole and full discretion to vote (or not to vote) any securities held by the Fund for which it has investment discretion and neither the Fund nor the Adviser will, directly or indirectly, attempt to influence the Subadviser’s voting decisions. The Subadviser represents and covenants that it has adopted written proxy voting policies and procedures as required under Rule 206(4)-6 of the Investment Advisers Act of 1940, as amended (“Advisers Act”), a copy of which has been provided to the Fund and the Board, and that it will vote all proxies solicited by or promptly provide (i) any updates of such policies and procedures to the Fund and the Board, (ii) its voting records with respect to the issuers of Fund’s securities held by to the Series in accordance with Fund or the SubadvisorFund’s Global Proxy Voting Policies and Proceduresproxy voting service, as they the Fund may be amended from time direct, so that the Fund meets its annual disclosure requirement pursuant to time. A current copy of this document is available upon request. The Manager authorizes Rule 30b1-4 under the Subadvisor to instruct the custodian to forward promptly 1940 Act, and (iii) reports to the Subadvisor only copies of all proxies and shareholder communications relating Adviser and/or the Board, as the Fund may direct, in instances where the Subadviser votes counter to its proxy votes involving securities held in the Allocated Assets (other than materials relating to legal proceedings.) The Manager agrees that the Subadvisor will not be responsible or liable for failing to vote any proxies where it has not received the proxies or related shareholder communications in a timely manner applicable fiduciary obligations. The Subadvisor shall maintain records concerning how it has voted proxies on behalf of the Trust, and these records shall be available to the Trust upon requestvoting policies. (b) Manager acknowledges The Subadviser shall be responsible for responding to any class action claim with respect to any of the Fund’s investments over which it has investment discretion and agrees that shall notify promptly the Subadvisor Fund of any such claims. The Subadviser shall not be responsible for taking any action or rendering advice with respect to any class action claim relating to any assets held in the Allocated Assets or SeriesFund over which it has investment discretion. Manager The Adviser will instruct the applicable service providers not to forward to the Subadvisor Subadviser any information concerning such actions. The Subadviser will, however, forward to Adviser any information it receives regarding any legal matters involving any asset held in the Fund.