Common use of Proxy Voting Clause in Contracts

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Adviser has the authority to engage a service provided to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the Fund and its shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the each Fund shall be voted, and the Board initially has initially determined to delegate the authority and responsibility to vote proxies for the Fund's Funds’ securities to the Adviser. So long as proxy voting authority for the Fund Funds has been delegated to the Adviser, the Adviser shall exercise its the Adviser’s proxy voting responsibilities. The Adviser shall carry out such responsibility said responsibilities in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its the Adviser’s fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep those records relating to proxy voting as the Board reasonably may reasonably request or as may be necessary for the Fund Funds to comply with the 1940 Act and other applicable law. Any such said delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's Funds’ custodian and/or broker(s) promptly to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio portfolios of a Fund the Funds (other than materials relating to legal proceedings against the FundFunds). The Adviser also may also instruct the Fund's Funds’ custodian and/or broker(s) to provide reports of holdings in the portfolio portfolios of the FundFunds. The Adviser has the authority to engage a service provided provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's Funds’ custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's ’s written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's ’s discretion, refraining from voting would be in the best interests of the a Fund and its the Fund’s shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the each Fund shall be voted, and the Board initially has initially determined to delegate the authority and responsibility to vote proxies for the each Fund's ’s securities to the Adviser. So long as proxy voting authority for the Fund Funds has been delegated to the Adviser, the Adviser shall exercise its the Adviser’s proxy voting responsibilities. The Adviser shall carry out such responsibility said responsibilities in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its the Adviser’s fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep those records relating to proxy voting as the Board reasonably may reasonably request or as may be necessary for each of the Fund Funds to comply with the 1940 Act and other applicable law. Any such said delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's Trust’s custodian and/or broker(s) promptly to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a each Fund (other than materials relating to legal proceedings against the a Fund). The Adviser also may also instruct the Fund's Trust’s custodian and/or broker(s) to provide reports of holdings in the portfolio of the each Fund. The Adviser has the authority to engage a service provided provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's Trust’s custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's ’s written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's ’s discretion, refraining from voting would be in the best interests of the a Fund and its the Fund’s shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's ’s securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's ’s custodian and/or broker(s) to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Adviser may also instruct the Fund's ’s custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Adviser has the authority to engage a service provided to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's ’s custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's ’s written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's ’s discretion, refraining from voting would be in the best interests of the Fund and its shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund Funds shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund Funds to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's Funds' custodian and/or broker(s) to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the FundFunds). The Adviser may also instruct the Fund's Funds' custodian and/or broker(s) to provide reports of holdings in the portfolio of the FundFunds. The Adviser has the authority to engage a service provided to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's Funds' custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the Fund and its shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the each Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the a Fund's securities to the Adviser. So long as proxy voting authority for the each Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund Funds to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's Funds' custodian and/or broker(s) to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the a Fund). The Adviser may also instruct the Fund's Funds' custodian and/or broker(s) to provide reports of holdings in the portfolio of the FundFunds. The Adviser has the authority to engage a service provided to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's Funds' custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the Fund Funds and its their shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board initially has initially determined to delegate the authority and responsibility to vote proxies for the Fund's ’s securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its the Adviser’s proxy voting responsibilities. The Adviser shall carry out such responsibility said responsibilities in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its the Adviser’s fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board reasonably may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such said delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's ’s custodian and/or broker(s) to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a the Fund (other than materials relating to legal proceedings against the Fund). The Adviser also may also instruct the Fund's ’s custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Adviser has the authority to engage a service provided to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's ’s custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's ’s written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's ’s discretion, refraining from voting would be in the best interests of the Fund and its the Fund’s shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund Funds shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund Funds to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's Funds' custodian and/or broker(s) to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the a Fund). The Adviser may also instruct the Fund's Funds' custodian and/or broker(s) to provide reports of holdings in the portfolio of the a Fund. The Adviser has the authority to engage a service provided to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's Funds' custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the Fund Funds and its their shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board initially has initially determined to delegate the authority and responsibility to vote proxies for the Fund's ’s securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its the Adviser’s proxy voting responsibilities. The Adviser shall carry out such responsibility said responsibilities in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its the Adviser’s fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such said delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's ’s custodian and/or broker(s) to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a the Fund (other than materials relating to legal proceedings against the Fund). The Adviser also may also instruct the Fund's ’s custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Adviser has the authority to engage a service provided to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's ’s custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's ’s written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's ’s discretion, refraining from voting would be in the best interests of the Fund and its the Fund’s shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the The Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility responsibilities in accordance with any instructions that the Board shall provide from time to timetime and in accordance with the Adviser's proxy voting policies and procedures, as presented to the Trust, and in a manner that the Adviser reasonably believes best serves the interests of the Fund's shareholders, and at all times in a manner consistent with Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended (the "ADVISERS ACT") and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Adviser or designate designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a the Fund (other than materials relating to legal proceedings against the Fund). The Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Adviser has the authority to engage a service provided provider to advise it with respect to voting Fund proxies and assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the Fund and its shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund Company shall be voted, and the Board initially has initially determined to delegate the authority and responsibility to vote proxies for the Fund's Company’s securities to the Adviser. So long as proxy voting authority for the Fund Company has been delegated to the Adviser, the Adviser shall exercise its the Adviser’s proxy voting responsibilities. The Adviser shall carry out such said responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its the Adviser’s fiduciary responsibilities to the TrustCompany and Fund. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund Company to comply with the 1940 Act and other applicable law. Any such said delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's Company’s custodian and/or broker(s) to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund Company (other than materials relating to legal proceedings against the FundCompany). The Adviser also may also instruct the Fund's Company’s custodian and/or broker(s) to provide reports of holdings in the portfolio of the FundCompany. The Adviser has the authority to engage a service provided provider to assist with administrative functions related to voting Fund Company proxies. The Trust Company shall direct the Fund's Company’s custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust Company acknowledges that the Adviser, consistent with the Adviser's ’s written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's ’s discretion, refraining from voting would be in the best interests of the Fund Company and its the Company’s shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the each Fund shall be voted, and the Board has initially determined to delegate the such authority and responsibility to vote proxies for the Fund's Funds’ securities to the Adviser. So long as proxy voting authority for the Fund Funds has been delegated to the Adviser, the Adviser shall exercise its the Adviser’s proxy voting responsibilities. The Adviser shall carry out such responsibility said responsibilities in accordance with any instructions that the Board shall provide provides from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its the Adviser’s fiduciary responsibilities to the Trustresponsibilities. The Adviser shall provide periodic reports and keep those records relating to proxy voting as the Board reasonably may reasonably request or as may be necessary for the Fund Funds to comply with the 1940 Act and other applicable law. Any such said delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's Funds’ custodian and/or broker(s) promptly to forward promptly to the Adviser or designate designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio portfolios of a Fund the Funds (other than materials relating to legal proceedings against the FundFunds). The Adviser may also instruct the Fund's Funds’ custodian and/or broker(s) to provide reports of holdings in the portfolio portfolios of the FundFunds. The Adviser has the authority to engage a service provided provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's Funds’ custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's ’s written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's ’s discretion, refraining from voting would be in the best interests of the a Fund and its shareholdersthe Fund’s shareholders as determined on a case-by-case basis.

Proxy Voting. The Pursuant to Board authority, the Adviser has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board has initially determined to Adviser may delegate the authority and responsibility to vote proxies for the Fund's securities to the Sub-Adviser. So long as proxy voting authority for the Fund has been delegated to the Sub-Adviser, the Adviser shall provide such assistance to the Sub-Adviser with respect to the voting of proxies for the Fund as the Sub-Adviser may from time to time reasonably request, and the Adviser shall promptly forward to the Sub-Adviser any information or documents necessary for the Sub-Adviser to exercise its proxy voting responsibilities. The Sub-Adviser shall carry out such responsibility in accordance with its policies and procedures and any instructions that the Board or the Adviser shall provide to the Sub-Adviser in writing from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Sub-Adviser shall provide periodic reports and keep such records relating to proxy voting as the Board may reasonably request in writing or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Sub-Adviser may be revoked or modified by the Board or the Adviser at any timetime by written notice to Sub-Adviser. The Sub-Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Sub-Adviser or designate designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser has the authority to engage a service provided provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub-Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Sub-Adviser, consistent with the Sub-Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Sub-Adviser's discretion, refraining from voting would be in the best interests of the Fund and its shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Adviser or designate designated service provider provider(s) copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Adviser has the authority to engage a service provided provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the Fund and its shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund Company shall be voted, and the Board initially has initially determined to delegate the authority and responsibility to vote proxies for the Fund's Company’s securities to the Adviser. So long as proxy voting authority for the Fund Company has been delegated to the Adviser, the Adviser shall exercise its the Adviser’s proxy voting responsibilities. The Adviser shall carry out such responsibility said responsibilities in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its the Adviser’s fiduciary responsibilities to the TrustCompany and Fund. The Adviser shall provide periodic reports and keep those records relating to proxy voting as the Board reasonably may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such said delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's Company’s custodian and/or broker(s) promptly to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio portfolios of a Fund the Company (other than materials relating to legal proceedings against the FundCompany). The Adviser also may also instruct the Fund's Company’s custodian and/or broker(s) to provide reports of holdings in the portfolio portfolios of the FundCompany. The Adviser has the authority to engage a service provided provider to assist with administrative functions related to voting Fund the Company’s proxies. The Trust Company shall direct the Fund's Company’s custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust Company acknowledges that the Adviser, consistent with the Adviser's ’s written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's ’s discretion, refraining from voting would be in the best interests of the Fund Company and its the Company’s shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund Funds shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the each Fund's securities to the Adviser. So long as proxy voting authority for the Fund Funds has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund Funds to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's Funds' custodian and/or broker(s) to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a the Fund (other than materials relating to legal proceedings against the FundFunds). The Adviser may also instruct the Fund's Funds' custodian and/or broker(s) to provide reports of holdings in the portfolio of the FundFunds. The Adviser has the authority to engage a service provided to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's Funds' custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the each Fund and its shareholders. Unless the Adviser otherwise agrees in writing, the Adviser will not advise or take any action on behalf of the Funds in any contemplated or actual legal proceedings, including but not limited to bankruptcies, tax reclaims or class actions (including the filing of proofs of claim), and the Adviser will not be responsible for determining a Fund's eligibility to participate in any such proceeding with respect to any securities or other instruments held or formerly held in the Fund, or for taking any action in connection with such proceeding, and the Trust expressly reserves this authority for itself.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the TrustFund. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Adviser or designate to its designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Adviser has the authority to engage a service provided to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the Fund and its shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a the Fund (other than materials relating to legal proceedings against the Fund). The Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Adviser has the authority to engage a service provided to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the Fund and its shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund Funds shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the each Fund's securities to the Adviser. So long as proxy voting authority for the Fund Funds has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund Funds to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's Funds' custodian and/or broker(s) to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Adviser may also instruct the Fund's Funds' custodian and/or broker(s) to provide reports of holdings in the portfolio of the FundFunds. The Adviser has the authority to engage a service provided to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's Funds' custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the a Fund and its shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's ’s securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's ’s custodian and/or broker(s) to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund, notwithstanding which, the Fund agrees to notify the Adviser of any legal proceedings brought or threatened against it unless the Fund is prevented by law or regulation from making such notification). The Adviser may also instruct the Fund's ’s custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Adviser has the authority to engage a service provided provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's ’s custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's ’s written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's ’s discretion, refraining from voting would be in the best interests of the Fund and its shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund Funds shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities to the Adviser. Such responsibilities may also include exercising all applicable rights of the Fund as a security holder in connection with corporate actions or other transactions relating to the Fund's securities. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund Funds to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser may delegate the authority and responsibility to vote proxies and to exercise applicable rights of the Fund as a security holder in connection with the Fund's securities to one or more Sub-Advisers. The Adviser is authorized to instruct the Fund's Funds' custodian and/or broker(s) to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Adviser may also instruct the Fund's Funds' custodian and/or broker(s) to provide reports of holdings in the portfolio of the a Fund. The Adviser has the authority to engage a service provided to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's Funds' custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the a Fund and its shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the each Fund shall be voted, and the Board initially has initially determined to delegate the authority and responsibility to vote proxies for the Fund's Funds’ securities to the Adviser. So long as proxy voting authority for the Fund Funds has been delegated to the Adviser, the Adviser shall exercise its the Adviser’s proxy voting responsibilities. The Adviser shall carry out such responsibility said responsibilities in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its the Adviser’s fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep those records relating to proxy voting as the Board reasonably may reasonably request or as may be necessary for the Fund Funds to comply with the 1940 Act and other applicable law. Any such said delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's Funds’ custodian and/or broker(s) promptly to forward promptly to the Adviser or designate designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio portfolios of a Fund the Funds (other than materials relating to legal proceedings against the FundFunds). The Adviser also may also instruct the Fund's Funds’ custodian and/or broker(s) to provide reports of holdings in the portfolio portfolios of the FundFunds. The Adviser has the authority to engage a service provided provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's Funds’ custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's ’s written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's ’s discretion, refraining from voting would be in the best interests of the a Fund and its the Fund’s shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Adviser Adviser, or designate the Fund's designated service provider provider, copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Adviser has the authority to engage a service provided provider on behalf of the Fund and at the Fund's expense to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the Fund and its shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise such authority in accordance with its proxy voting responsibilitiespolicies and procedures, a copy of which has been furnished to the Board. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Adviser or designate the designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a the Fund (other than materials relating to legal proceedings against the Fund). The Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Adviser has the authority is authorized to engage a service provided provider of proxy voting services with respect to assist with administrative functions related to the proxy voting Fund proxiesresponsibilities described herein. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the Fund and its shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the each Fund shall be voted, and the Board initially has initially determined to delegate the authority and responsibility to vote proxies for the Fund's Funds' securities to the Adviser. So long as proxy voting authority for the Fund Funds has been delegated to the Adviser, the Adviser shall exercise its the Funds' proxy voting responsibilities. The Adviser shall carry out such responsibility said responsibilities in accordance with any prior written instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its the Adviser's fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep those records relating to proxy voting as the Board reasonably may reasonably request or as may be necessary for the Fund Funds to comply with the 1940 Act and other applicable law. Any such said delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's Funds' custodian and/or broker(s) promptly to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio portfolios of a Fund the Funds (other than materials relating to legal proceedings against the FundFunds). The Adviser also may also instruct the Fund's Funds' custodian and/or broker(s) to provide reports of holdings in the portfolio portfolios of the FundFunds. The Adviser has the authority to engage a service provided provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's Funds' custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the a Fund and its the Fund's shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with its own written proxy voting policies and procedures and in accordance with any instructions that the Board shall may provide to the Adviser in advance in writing from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Adviser or designate designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund [(other than materials relating to legal proceedings against the Fund). The Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Adviser has the authority to engage a service provided provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may abstain or refrain from voting a proxy if, in the Adviser's discretion, abstaining or refraining from voting would be in the best interests of the Fund and its shareholders. The Trust agrees that the Adviser shall have power and authority hereunder, but no responsibility or obligation, to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities or other instruments held at any time in the Fund, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation"), or to investigate, initiate, supervise, or monitor the Litigation involving the Fund's assets, and the Adviser acknowledges and agrees that such power and authority, but no such responsibility or obligation, is delegated hereunder. Nevertheless, the Adviser agrees that it shall provide the Trust with any and all documentation or information related to the Litigation as may reasonably be requested by the Trust.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a the Fund (other than materials relating to legal proceedings against the Fund). The Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Adviser has the authority to engage a service provided to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the Fund and its shareholders. Unless the Adviser otherwise agrees in writing, the Adviser will not advise or take any action on behalf of the Fund in any contemplated or actual legal proceedings, including but not limited to bankruptcies, tax reclaims or class actions (including the filing of proofs of claim), and the Adviser will not be responsible for determining the Fund's eligibility to participate in any such proceeding with respect to any securities or other instruments held or formerly held in the Fund, or for taking any action in connection with such proceeding, and the Trust expressly reserves this authority for itself.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund Funds shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's Funds' securities to the Adviser. So long as proxy voting authority for the Fund Funds has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund Funds to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's Funds' custodian and/or broker(s) to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a each Fund (other than materials relating to legal proceedings against the FundFunds). The Adviser may also instruct the Fund's Funds' custodian and/or broker(s) to provide reports of holdings in the portfolio of the each Fund. The Adviser has the authority to engage a service provided to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's Funds' custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the applicable Fund and its shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the TrustFund. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Adviser has the authority to engage a service provided provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the Fund and its shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's ' s securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Adviser has the authority to engage a service provided to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the Fund and its shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, . the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a the Fund (other than materials relating to legal proceedings against the Fund). The Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Adviser has the authority to engage a service provided to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, . refraining from voting would be in the best interests of the Fund and its shareholders.. Unless the Adviser otherwise agrees in writing, the Adviser will not advise or take any action on behalf of the Fund in any contemplated or actual legal proceedings, including but not limited to bankruptcies, tax reclaims or class actions (including the filing of proofs of claim), and the Adviser will not be responsible for determining the Fund's eligibility to participate in any such proceeding with respect to any securities or other instruments held or formerly held in the Fund, or for taking any action in connection with such proceeding, and the Trust expressly reserves this authority for itself

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the each Fund shall be voted, and the Board initially has initially determined to delegate the authority and responsibility to vote proxies for the Fund's Funds’ securities to the Adviser. So long as proxy voting authority for the Fund Funds has been delegated to the Adviser, the Adviser shall exercise its the Adviser’s proxy voting responsibilities. The Adviser shall carry out such responsibility said responsibilities in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its the Adviser’s fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep those records relating to proxy voting as the Board reasonably may reasonably request or as may be necessary for the Fund Funds to comply with the 1940 Act and other applicable law. Any such said delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any timetime on written notice to the Adviser. The Adviser is authorized to instruct the Fund's Funds’ custodian and/or broker(s) promptly to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio portfolios of a Fund the Funds (other than materials relating to legal proceedings against the FundFunds). The Adviser also may also instruct the Fund's Funds’ custodian and/or broker(s) to provide reports of holdings in the portfolio portfolios of the FundFunds. The Adviser has the authority to engage a service provided provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's Funds’ custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's ’s written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's ’s discretion, refraining from voting would be in the best interests of the a Fund and its the Fund’s shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Adviser or designate its designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Adviser has the authority to engage a service provided to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the Fund and its shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the TrustFund. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Adviser or designate designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a the Fund (other than materials relating to legal proceedings against the Fund). The Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Adviser has the authority to engage a service provided provider to assist with administrative functions related to voting Fund proxies. The Trust Fund shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust Fund acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the Fund and its shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the each Fund shall be voted, and the Board initially has initially determined to delegate the authority and responsibility to vote proxies for the Fund's Funds’ securities to the Adviser. So long as proxy voting authority for the Fund Funds has been delegated to the Adviser, the Adviser shall exercise its the Funds’ proxy voting responsibilities. The Adviser shall carry out such responsibility said responsibilities in accordance with any prior written instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its the Adviser’s fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep those records relating to proxy voting as the Board reasonably may reasonably request or as may be necessary for the Fund Funds to comply with the 1940 Act and other applicable law. Any such said delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's Funds’ custodian and/or broker(s) promptly to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio portfolios of a Fund the Funds (other than materials relating to legal proceedings against the FundFunds). The Adviser also may also instruct the Fund's Funds’ custodian and/or broker(s) to provide reports of holdings in the portfolio portfolios of the FundFunds. The Adviser has the authority to engage a service provided provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's Funds’ custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's ’s written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's ’s discretion, refraining from voting would be in the best interests of the a Fund and its the Fund’s shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund Funds shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's Funds’ securities to the Adviser. So long as proxy voting authority for the a Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund Funds to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's Funds’ custodian and/or broker(s) to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Adviser may also instruct the Fund's Funds’ custodian and/or broker(s) to provide reports of holdings in the portfolio of the a Fund. The Adviser has the authority to engage a service provided to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's Funds’ custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's ’s written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's ’s discretion, refraining from voting would be in the best interests of the Fund and its shareholders.

Proxy Voting. The Board has the authority Sub-Adviser shall: (i) vote (or elect not to determine how vote) all proxies solicited by or with respect to the issuers of securities that are held by in which the Fund shall Assets may be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility invested in accordance with any instructions that the Board shall provide from time Sub-Adviser's proxy voting policies and procedures, as presented to timethe Trust, and at applicable law; (ii) maintain records of all times proxies voted on behalf of the Fund in respect of the Assets; and (iii) provide information to the Trust, Adviser or their designated agent in a manner consistent with Rule 206(4)-6 under the Advisers Act that is sufficiently complete and its fiduciary responsibilities timely to ensure the Trust's compliance with its filing obligations under Rule 30b1-4 of the 1940 Act. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Sub-Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Sub-Adviser or designate designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser has the authority to engage a service provided provider to assist with administrative functions related provide proxy voting services subject to voting Fund proxiesthe Sub-Adviser's oversight. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub-Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Sub-Adviser, consistent with the Sub-Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Sub-Adviser's discretion, refraining from voting would be in the best interests of the Fund and its shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the each Fund shall be voted, and the Board has initially determined to delegate the such authority and responsibility to vote proxies for the Fund's Funds’ securities to the Adviser. So long as proxy voting authority for the Fund Funds has been delegated to the Adviser, the Adviser shall exercise its the Adviser’s proxy voting responsibilities. The Adviser shall carry out such responsibility said responsibilities in accordance with any instructions that the Board shall provide provides from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its the Adviser’s fiduciary responsibilities to the Trustresponsibilities. The Adviser shall provide periodic reports and keep those records relating to proxy voting as the Board reasonably may reasonably request or as may be necessary for the Fund Funds to comply with the 1940 Act and other applicable law. Any such said delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's Funds’ custodian and/or broker(s) promptly to forward promptly to the Adviser or designate designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio portfolios of a Fund the Funds (other than materials relating to legal proceedings against the FundFunds). The Adviser may also instruct the Fund's Funds’ custodian and/or broker(s) to provide reports of holdings in the portfolio portfolios of the FundFunds. The Adviser has the authority to engage a service provided provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's Funds’ custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's ’s written proxy voting policies and proceduresprocedures currently in effect, may refrain from voting a proxy if, in the Adviser's ’s discretion, refraining from voting would be in the best interests of the a Fund and its shareholdersthe Fund’s shareholders as determined on a case-by-case basis.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund Funds shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's ’s securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund Funds to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's Funds’ custodian and/or broker(s) to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Adviser may also instruct the Fund's Funds’ custodian and/or broker(s) to provide reports of holdings in the portfolio of the FundFunds. The Adviser has the authority to engage a service provided to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's Funds’ custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's ’s written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's ’s discretion, refraining from voting would be in the best interests of the Fund Funds and its their shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the each Fund shall be voted, and the Board has initially determined to delegate the such authority and responsibility to vote proxies for the Fund's Funds' securities to the Adviser. So long as proxy voting authority for the Fund Funds has been delegated to the AdviserAdviser , the Adviser shall exercise its the Adviser' s proxy voting responsibilities. The Adviser shall carry can-y out such responsibility said responsibilities in accordance with any instructions that the Board shall provide provides from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its the Adviser' s fiduciary responsibilities to the Trustresponsibilities. The Adviser shall provide periodic reports and keep those records relating to proxy voting as the Board reasonably may reasonably request or as may be necessary for the Fund Funds to comply with the 1940 Act and other applicable law. Any such said delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's Funds' custodian and/or broker(s) promptly to forward promptly to the Adviser or designate designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio portfolios of a Fund the Funds (other than materials relating to legal proceedings against the FundFunds). The Adviser may also instruct the Fund's Funds' custodian and/or broker(s) to provide reports of holdings in the portfolio portfolios of the FundFunds. The Subject to advance written notice to the Board, the Adviser has the authority to engage a service provided provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's Funds' custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion' s discretion , refraining from voting would be in the best interests of the a Fund and its shareholdersthe Fund' s shareholders as determined on a case-by-case basis.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the TrustFundTrust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Adviser has the authority to engage a service provided providerd to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the Fund and its shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the each Fund shall be voted, and the Board initially has initially determined to delegate the authority and responsibility to vote proxies for the each Fund's ’s securities to the Adviser. So long as proxy voting authority for the a Fund has been delegated to the Adviser, the Adviser shall exercise its the Adviser’s proxy voting responsibilities. The Adviser shall carry out such responsibility said responsibilities in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep those records relating to proxy voting as the Board reasonably may reasonably request or as may be necessary for each of the Fund Funds to comply with the 1940 Act and other applicable law. Any such said delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. 6 (ii). The Adviser is authorized to instruct the Fund's Company’s custodian and/or broker(s) promptly to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a each Fund (other than materials relating to legal proceedings against the a Fund). The Adviser also may also instruct the Fund's Company’s custodian and/or broker(s) to provide reports of holdings in the portfolio of the each Fund. The Adviser has the authority to engage a service provided provider to assist with administrative functions related to voting Fund proxies. The Trust Company shall direct the Fund's Company’s custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust Company acknowledges that the Adviser, consistent with the Adviser's ’s written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's ’s discretion, refraining from voting would be in the best interests of the a Fund and its the Fund’s shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board has initially determined to delegate the such authority and responsibility to vote proxies for the Fund's ’s securities to the Investment Adviser. So long as proxy voting authority for the Fund has been delegated to the Investment Adviser, the Investment Adviser shall exercise its the Investment Adviser’s proxy voting responsibilities. The Investment Adviser shall carry out such responsibility said responsibilities in accordance with any instructions that the Board shall provide provides from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its the Investment Adviser’s fiduciary responsibilities to the Trustresponsibilities. The Investment Adviser shall provide periodic reports and keep those records relating to proxy voting as the Board reasonably may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such said delegation of proxy voting responsibility to the Investment Adviser may be revoked or modified by the Board at any time. The Investment Adviser is authorized to instruct the Fund's ’s custodian and/or broker(s) promptly to forward promptly to the Investment Adviser or designate designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio portfolios of a the Fund (other than materials relating to legal proceedings against the Fund). The Investment Adviser may also instruct the Fund's ’s custodian and/or broker(s) to provide reports of holdings in the portfolio portfolios of the Fund. The Investment Adviser has the authority to engage a service provided provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's ’s custodian and/or broker(s) to provide any assistance requested by the Investment Adviser in facilitating the use of a service provider. In no event shall the Investment Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Investment Adviser, consistent with the Investment Adviser's ’s written proxy voting policies and procedures, may refrain from voting a proxy if, in the Investment Adviser's ’s discretion, refraining from voting would be in the best interests of the Fund and its shareholdersthe Fund’s shareholders as determined on a case-by-case basis.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Adviser Adviser, or designate its designated service provider provider, copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Adviser has the authority to engage a service provided provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the Fund and its shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board initially has initially determined to delegate the authority and responsibility to vote proxies for the Fund's ’s securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its the Adviser’s proxy voting responsibilities. The Adviser shall carry out such this responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its the Adviser’s fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such said delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's ’s custodian and/or broker(s) to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Adviser also may also instruct the Fund's ’s custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Adviser has the authority to engage a service provided to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's ’s custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's ’s written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's ’s discretion, refraining from voting would be in the best interests of the Fund and its the Fund’s shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Adviser or designate designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a the Fund (other than materials relating to legal proceedings against the Fund). The Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund, either to the Adviser or its designated service provider. The Adviser has the authority to engage a service provided provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the Fund and its shareholders.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities investment instruments that are held by the Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities investment instruments to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Adviser or designate designated service provider providers copies of all proxies and shareholder communications relating to securities investment instruments held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Adviser has the authority to engage a service provided to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the Fund and its shareholders. Unless the Adviser otherwise agrees in writing, the Adviser will not advise or take any action on behalf of a Fund in any contemplated or actual legal proceedings, including but not limited to bankruptcies, tax reclaims or class actions (including the filing of proofs of claim), and the Adviser will not be responsible for determining the Fund's eligibility to participate in any such proceeding with respect to any securities or other instruments held or formerly held in the Fund, or for taking any action in connection with such proceeding, and the Trust expressly reserves this authority for itself.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the each Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the each Fund's ’s securities to the Adviser. So long as proxy voting authority for the each Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund Funds to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's Funds’ custodian and/or broker(s) to forward promptly to the Adviser or designate designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the a Fund). The Adviser may also instruct the Fund's Funds’ custodian and/or broker(s) to provide reports of holdings in the portfolio portfolios of the FundFunds. The Adviser has the authority to engage a service provided provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's Funds’ custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's ’s written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's ’s discretion, refraining from voting would be in the best interests of the a Fund and its the Fund’s shareholders. Unless the Adviser otherwise agrees in writing, the Adviser will not advise or take any action on behalf of a Fund in any contemplated or actual legal proceedings, including but not limited to bankruptcies, tax reclaims or class actions (including the filing of proofs of claim), and the Adviser will not be responsible for determining a Fund’s eligibility to participate in any such proceeding with respect to any securities or other instruments held or formerly held by the Fund, or for taking any action in connection with such proceeding, and the Trust expressly reserves this authority for itself.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Adviser or designate designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Adviser has the authority to engage a service provided provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the Fund and its shareholders. Unless the Adviser otherwise agrees in writing, the Adviser will not advise or take any action on behalf of the Fund in any contemplated or actual legal proceedings, including but not limited to bankruptcies, tax reclaims or class actions (including the filing of proofs of claim), and the Adviser will not be responsible for determining a Fund's eligibility to participate in any such proceeding with respect to any securities or other instruments held or formerly held by the Fund, or for taking any action in connection with such proceeding, and the Trust expressly reserves this authority for itself.

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Board has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities to the Adviser. So long as proxy voting authority for the Fund has been delegated to the Adviser, the Adviser shall exercise its proxy voting responsibilities. The Adviser shall carry out such responsibility in accordance with any instructions that the Board shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund, notwithstanding which, the Fund agrees to notify the Adviser of any legal proceedings brought or threatened against it unless the Fund is prevented by law or regulation from making such notification). The Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Adviser has the authority to engage a service provided provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser's discretion, refraining from voting would be in the best interests of the Fund and its shareholders.