Common use of PROXY VOTING PROCEDURES Clause in Contracts

PROXY VOTING PROCEDURES. The Sub-Adviser represents that it has adopted and implemented written policies and procedures that are reasonably designed to ensure that the Sub-Adviser votes proxies in the best interest of the Master Portfolios in compliance with the requirements of Rule 206(4)-6 under the Advisers Act. The Sub-Adviser shall present to the Board its policies, procedures and other guidelines for voting proxies at least annually, and must notify the Adviser or the Board promptly of material changes to any policies and procedures, including any substantive changes to its procedures for addressing conflicts of interest. The Sub-Adviser is not required to notify the Adviser or the Board of changes relating to any guidelines for voting specific types of proxies except as part of the annual presentation. Upon request, the Sub-Adviser shall provide the Trust with a copy of its policies, procedures and other guidelines or a description of such policies, procedures and guidelines for the purpose of filing such document(s) in the Trust's Prospectus or as otherwise required by the 1940 Act and the rules promulgated thereunder.

PROXY VOTING PROCEDURES. The Sub-Adviser represents that it has adopted and implemented written policies and procedures that are reasonably designed to ensure that the Sub-Adviser votes proxies in the best interest of the Master Portfolios Funds in compliance with the requirements of Rule 206(4)-6 under the Advisers Act. The Sub-Adviser shall present to the Board its policies, procedures and other guidelines for voting proxies at least annually, and must notify the Adviser or the Board promptly of material changes to any policies and procedures, including any substantive changes to its procedures for addressing conflicts of interest. The Sub-Adviser is not required to notify the Adviser or the Board of changes relating to any guidelines for voting specific types of proxies except as part of the annual presentation. Upon request, the Sub-Adviser shall provide the Trust with a copy of its policies, procedures and other guidelines or a description of such policies, procedures and guidelines for the purpose of filing such document(s) in the Trust's Prospectus or as otherwise required by the 1940 Act and the rules promulgated thereunder.