Common use of Proxy Voting Clause in Contracts

Proxy Voting. The Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Allocated Assets. The Manager shall cause to be forwarded to Adviser all proxy solicitation materials that Manager receives. Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Adviser further agrees that it will provide the Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format that shall comply with the 1940 Act. Upon reasonable request, Adviser shall provide the Manager with all proxy voting records relating to the Allocated Assets, including but not limited to those required by Form N-PX. Adviser will also provide an annual certification, in a form reasonably acceptable to Manager, attesting to the accuracy and completeness of such proxy voting records.

Proxy Voting. The Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Allocated Assets. The Manager shall cause to be forwarded to Adviser all proxy solicitation materials that Manager receives. Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Adviser further agrees that it will provide the Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format that shall comply with the 1940 Act. Upon reasonable request, Adviser shall provide the Manager with all proxy voting records relating to the Allocated Assets, including but not limited to those required by Form N-PXNPX. Adviser will also provide an annual certification, in a form reasonably acceptable to Manager, attesting to the accuracy and completeness of such proxy voting records.

Proxy Voting. The Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Allocated Assets. The Manager shall cause to be forwarded to Adviser all proxy solicitation materials that Manager receivesreceives which relate to the Allocated Assets. Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Adviser further agrees that it will provide the Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format that shall comply with the 1940 Act. Upon reasonable request, Adviser shall provide the Manager with all proxy voting records relating to the Allocated Assets, including but not limited to those required by Form N-PX. Adviser will also provide an annual certification, in a form reasonably acceptable to Manager, attesting to the accuracy and completeness of such proxy voting records.

Proxy Voting. The Adviser shall use its good faith judgment in a manner which that it reasonably believes best serves the interests of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Allocated Assets. The Manager shall cause to be forwarded to the Adviser all proxy solicitation materials that the Manager receives. The Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Adviser further agrees that it will provide the Board Board, as the Board may reasonably request, with a written report of the proxies voted for the Allocated Assets during the most recent 12-month period or such other period as the Board may designate, in a format that shall comply with the 1940 Act. Upon reasonable request, the Adviser shall provide the Manager with all proxy voting records relating to the Allocated Assets, including but not limited to those required by Form N-PX. The Adviser will also provide an annual certification, in a form reasonably acceptable to the Manager, attesting to the accuracy and completeness of such proxy voting records.

Proxy Voting. The Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the economic interests of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Allocated Assets. The Manager shall cause to be forwarded to Adviser or its designee all proxy solicitation materials that Manager receives. Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Adviser further agrees that it will provide the Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format that shall comply with reasonably acceptable to the 1940 ActBoard. Upon reasonable request, Adviser shall provide the Manager with all proxy voting records relating to the Allocated Assets, including but not limited to those required by Form N-PX. Adviser will also provide an annual certification, in a form reasonably acceptable to Manager, attesting attesting, to the best of the Adviser’s knowledge, to the accuracy and completeness of such proxy voting records.

Proxy Voting. The Adviser shall use its good faith judgment in a manner which that it reasonably believes best serves the interests of the Portfolio’s 's shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Allocated Assets. The Manager shall cause to be forwarded to the Adviser all proxy solicitation materials that the Manager receives. The Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Adviser further agrees that it will provide the Board Board, as the Board may reasonably request, with a written report of the proxies voted for the Allocated Assets during the most recent 12-month period or such other period as the Board may designate, in a format that shall comply with the 1940 Act. Upon reasonable request, the Adviser shall provide the Manager with all proxy voting records relating to the Allocated Assets, including but not limited to those required by Form N-PX. The Adviser will also provide an annual certification, in a form reasonably acceptable to the Manager, attesting to the accuracy and completeness of such proxy voting records.

Proxy Voting. The Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Allocated Assets. The Manager shall cause to be forwarded to Adviser all proxy solicitation materials that Manager or the Trust’s custodian receives. Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Adviser further agrees that it will provide the Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format that shall comply with the 1940 Act. Upon reasonable request, Adviser shall provide the Manager with all proxy voting records relating to the Allocated Assets, including but not limited to those required by Form N-PXNPX. Adviser will also provide an annual certification, in a form reasonably acceptable to Manager, attesting to the accuracy and completeness of such proxy voting records.

Proxy Voting. The Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the economic interests of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Allocated Assets. The Manager shall cause to be forwarded to Adviser or its designee all proxy solicitation materials that Manager receives. Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Adviser further agrees that it will provide the Board Board, as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format that shall comply with reasonably acceptable to the 1940 ActBoard. Upon reasonable request, Adviser shall provide the Manager with all proxy voting records relating to the Allocated Assets, including but not limited to those required by Form N-PX. Adviser will also provide an annual certification, in a form reasonably acceptable to Manager, attesting attesting, to the best of the Adviser’s knowledge, to the accuracy and completeness of such proxy voting records.

Proxy Voting. The Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Allocated Assets. The Manager shall cause to be forwarded to Adviser all proxy solicitation materials that Manager receives. Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Adviser further agrees that it will provide the Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format that shall comply with the 1940 Act. Upon reasonable request, Adviser shall provide the Manager or any third party agent designated by the Manager with all proxy voting records relating to the Allocated Assets, including but not limited to those required by Form N-PX. Adviser will also provide an annual certification, in a form reasonably acceptable to Manager, attesting attesting, to the best of Adviser’s knowledge, to the accuracy and completeness of such proxy voting records.

Proxy Voting. The Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Allocated Assets. The Manager shall cause to be forwarded to Adviser all proxy solicitation materials that Manager receives. , Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Adviser further agrees that it will provide the Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format that shall comply with the 1940 Act. Upon reasonable request, Adviser shall provide the Manager with all proxy voting records relating to the Allocated Assets, including but not limited to those required by Form N-PX. Adviser will also provide an annual certification, in a form reasonably acceptable to Manager, attesting to the accuracy and completeness of such proxy voting records.

Proxy Voting. The Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Allocated Assets. The Manager shall cause to be forwarded to Adviser all proxy solicitation materials that Manager receives. Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Adviser further agrees that it will provide the Board Board, as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format that shall comply with the 1940 Act. Upon reasonable request, Adviser shall provide the Manager with all proxy voting records relating to the Allocated Assets, including but not limited to those required by Form N-PX. Adviser will also provide an annual certification, in a form reasonably acceptable to Manager, attesting to the accuracy and completeness of such proxy voting records.

Proxy Voting. The Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Allocated Assets. The Manager shall cause to be forwarded to Adviser all proxy solicitation materials that Manager receives. Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Adviser further agrees that it will provide the Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format that shall comply with the 1940 Act. Upon reasonable request, Adviser shall provide the Manager with all proxy voting records relating to the Allocated Assets, including but not limited to those required by Form N-PX. Adviser will also provide an annual certification, in a form reasonably acceptable to Manager, attesting to the accuracy and completeness of such proxy voting records.. The Adviser may delegate certain proxy voting functions as more fully set out in Paragraph G of Exhibit B.

Proxy Voting. The Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Allocated Assets. The Manager shall cause to be forwarded to Adviser all proxy solicitation materials that Manager receives. Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Adviser further agrees that it will provide the Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format that shall comply with the 1940 Act. Upon reasonable request, Adviser shall provide the Manager with all proxy voting records relating to the Allocated Assets, including but not limited to those required by Form N-PX. Adviser will also provide an annual certification, ) in a form reasonably acceptable to Manager, attesting to the accuracy and completeness of such proxy voting records.