Common use of Voting of Portfolio Securities Clause in Contracts

Voting of Portfolio Securities. Unless otherwise directed by Client pursuant to the election on the Additional Client Information—Schedule B attached hereto, Adviser will be responsible for voting all proxies with respect to securities held in the Portfolios and will keep such records as may be required in connection with such activity. Adviser has the authority to engage a service provider to assist with vote analysis and administrative functions related to voting such proxies. Client agrees that Adviser will not be responsible with regard to voting of proxies if Adviser has not received such proxies or related shareholder communications on a timely basis. Upon Client’s request, Adviser will provide to Client a copy of Adviser’s Proxy Voting Policy as well as information concerning the voting of securities in the Portfolios. Financial reports will not be forwarded to Client unless requested. Adviser will not be responsible for filing or participating in class actions or legal proceedings involving securities held in or formerly held in Client’s account. Notwithstanding the foregoing, any costs incurred by Adviser in voluntarily participating in any such action or proceeding or otherwise assisting Client with respect thereto, shall be borne by Client. Without limiting the generality of the foregoing, Adviser shall have no responsibility for monitoring, handing, filings or advising with respect to any such action or proceeding.

Voting of Portfolio Securities. Unless otherwise directed by Client pursuant to the election on the Additional Client Information—Schedule B attached hereto, Adviser will be responsible for voting all proxies with respect to securities held in the Portfolios and will keep such records as may be required in connection with such activity. Adviser has the authority to engage a service provider to assist with vote analysis and administrative functions related to voting such proxies. Client agrees that Adviser will not be responsible with regard to voting of proxies if Adviser has not received such proxies or related shareholder communications on a timely basis. Upon Client’s request, Adviser will provide to Client a copy of Adviser’s Proxy Voting Policy as well as information concerning the voting of securities in the Portfolios. Financial reports will not be forwarded to Client unless requested. Adviser will not be responsible for filing or participating in class actions or legal proceedings involving securities held in or formerly held in Client’s account. Notwithstanding the foregoing, any costs incurred by Adviser in voluntarily participating in any such action or proceeding or otherwise assisting Client with respect thereto, shall be borne by Client. Without limiting the generality of the foregoing, Adviser shall have no responsibility for monitoring, handing, filings or advising with respect to any such action or proceeding.