Common use of Voting of Proxies Clause in Contracts

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and Securities Act, Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designeedesignee identified in a notice given to the Trust and the Adviser. The Subadviser, including including, without limitation limitation, its designee (for which the Subadviser shall remain liable, subject to the terms and conditions of this Agreement and to the same extent as if Subadviser had performed such services), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to timetime and for which Subadviser timely receives a proxy, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. Subadviser (or its designee) shall vote any proxies received in a timely manner in accordance with Subadviser’s proxy voting policies and procedures as in effect from time to time. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish has established a written procedure for proxy voting in compliance with current applicable rules and regulations, including including, but not limited to to, Rule 30b1-4 (Report of Proxy Voting Record) under the 1940 Act0000 Xxx. The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide establish a mutually acceptable process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designeedesignee identified in a notice given to the Trust and the Adviser. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide establish a process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.February 2010

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designeedesignee identified in a notice given to the Trust and the Adviser. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide establish a process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.August 2008

Voting of Proxies. The Adviser hereby delegates Subadviser shall use its good faith judgment in a manner that it reasonably believes best serves the interests of each Fund’s shareholders to the Subadviser the Adviser’s discretionary authority to exercise vote or abstain from voting rights all proxies solicited by or with respect to the issuers of securities and other investments in each Subadvised Portfolio, in accordance with the Subadviser Assets in Subadviser’s proxy voting policies, which shall be provided, along with any amendments, to the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designeeCorporation. The Subadviser’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, including without limitation its designee (for which the Adviser shall cause to be forwarded to the Subadviser. The Subadviser further agrees that it will provide the Adviser, as the Adviser may reasonably request, with a written report of the proxies voted on behalf of the Sub-Advised Portfolio during the most recent 12-month period or such other period as the Adviser may designate, in a format that shall comply with the 1940 Act. Upon reasonable request, the Subadviser shall remain liable)provide the Adviser with all proxy voting records relating to each Subadvised Portfolio, shall have the power including but not limited to vote, either in person or those required by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, Form N-PX. Upon request of the Adviser, the Fund or Subadviser also will provide an annual certification, in a form reasonably acceptable to Adviser, attesting to the Trust or take any action with respect theretoaccuracy and completeness of such proxy voting records. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish a written procedure for such security in accordance with its respective proxy voting in compliance with current applicable rules policies and regulationsprocedures. For the avoidance of doubt, including the Subadviser shall have the power and authority but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser responsibility or obligation for filing proofs of claim in bankruptcy or class action litigation, but will provide the Adviser or its designee, a copy of with any documentation relating to such procedure litigation and will provide for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and Securities Act, Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often claims as may be reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. Absent specific instructions to the contrary provided to it by the Fund and subject to its receipt of all necessary voting materials, the Subadviser will vote all proxies with respect to investments included in the Subadviser Assets in accordance with the Subadviser’s proxy voting policy as most recently provided to the Adviser and approved by the Trust. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments of the Subadviser Assets. For the avoidance of doubt, the Subadviser has sole and full discretion to vote (or not to vote) any securities and other investments of the Subadviser Assets, and the Adviser will not, directly or indirectly, attempt to influence the Subadviser’s voting decisions. The Adviser shall cause materials relating to such proxies to be forwarded to the Subadviser in a timely fashion by the Fund’s custodian, the administrator or another party and the Subadviser shall not be responsible for voting proxies if not provided with reasonable notice thereof. The Subadviser will promptly provide (i) updates to its proxy voting policies, if any, to the Adviser or any authorized representative of the Adviser, or to the Fund on a quarterly basis (or more frequently, if required by law), (ii) its voting records with respect to the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of Fund’s proxy voting service, as the Fund have invested may direct, so that the Fund’s assets in the same security, the Subadviser and such other entity will each have the power Fund is able to vote meet its pro rata share of the Fund’s security. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited annual disclosure requirement pursuant to Rule 30b1-4 under the 1940 Act, and (iii) reports to the Adviser and/or the Board of Trustees, as the Fund may direct, in instances where the Subadviser votes counter to its proxy voting policies. The Subadviser will provide not be responsible for class actions and lawsuits involving the Adviser Fund or its designeesecurities, a copy of such procedure and will provide for financial instruments or other assets held, or formerly held, in the timely distribution of the Subadviser’s voting record Fund. The Subadviser is not required to take any action or to render any advice with respect to lawsuits involving the Fund’s securities and , including those involving securities, financial instruments or other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and Securities Act, Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, assets presently or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets formerly held in the Fund on an individual security Fund, or ongoing basisthe issuers thereof, provided that including actions involving bankruptcy. In the case of notices of class action suits received by Subadviser involving issuers presently or formerly held in the Fund, Subadviser shall promptly forward such notices to the Adviser provides and the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rightsFund.

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designeedesignee identified in a notice given to the Trust and the Adviser; provided that such delegation by the Subadviser shall not relieve the Subadviser of any liability under Section 10 of this Agreement as if the Subadviser exercised such discretionary voting authority. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable)designee, shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide establish a process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liableliable to the same extent under the Agreement as if it were performing such proxy voting services directly), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish a written policies and procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such policy and procedure and will provide establish a process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designeedesignee identified in a notice given to the Trust and the Adviser. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to timetime in accordance with the Subadviser’s own Proxy Voting Guidelines, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide establish a process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide establish a process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A N-lA under the 1940 Act and Securities Act, Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. In voting proxies, the Subadviser may employ the proxy voting guidelines of and consult with its affiliate Xxxxxxx Research and Management. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 Aug 2021 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide establish a process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (for which with respect to whose actions in connection with such voting the Subadviser shall remain liablebe responsible to the same extent as if the Subadviser took such actions itself), shall have the power to vote, either in person or by proxy, all securities and other investments in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. For purposes of clarification, it is understood that the Subadviser shall also have the right to elect, at its discretion, not to exercise voting rights with respect to securities and other investments in which the Subadviser Assets may be invested at any time, subject in all such instances to Subadviser’s fiduciary obligations and its having made a determination in good faith that not voting is in the best interests of the Fund. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide establish a process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and Subadviser Assets and, upon request, other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (for which with respect to whose actions in connection with such voting the Subadviser shall remain liablebe responsible to the same extent as if the Subadviser took such actions itself), shall have the power to vote, either in person or by proxy, all securities and other investments in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. For purposes of clarification, it is understood that October 2018 3 the Subadviser shall also have the right to elect, at its discretion, not to exercise voting rights with respect to securities and other investments in which the Subadviser Assets may be invested at any time, subject in all such instances to Subadviser’s fiduciary obligations and its having made a determination in good faith that not voting is in the best interests of the Fund. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide establish a process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and Subadviser Assets and, upon request, other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to timetime in accordance with the proxy voting policy of the Subadviser, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. It is understood and agreed that the Subadviser shall also have the right to elect, at its discretion, not to exercise voting rights with respect to securities and other investments in which the Subadviser Assets may be invested at any time, subject in all such instances, to Subadviser’s fiduciary obligations and its having made a determination in good faith that not voting is in the best interests of the Fund. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide establish a process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and and, upon written request, other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting voting, conversion and subscription rights and the right to respond to tender offers and other consent solicitations, with respect to the securities and other investments in the Subadviser Assets Assets, provided that such materials have been forwarded to the Subadviser in the best interests of a timely manner by the Fund’s shareholders custodian, and authorizes the Subadviser to delegate further such discretionary authority to a designeedesignee identified in a notice given to the Trust and the Adviser. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to votevote or, where the Subadviser believes in good faith that doing so is in the Fund’s best interests, to refrain from voting, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to timetime pursuant to its then current proxy voting policies and procedures, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide establish a process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide establish a process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annuallywill have no obligation to advise, initiate or more often as may reasonably be requested by take any other action on behalf of any Fund or the AdviserTrust in any legal proceedings (including, as without limitation, class actions and bankruptcies), (each, a “Legal Action”) relating to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulationssecurities comprising the Subadviser Assets or any other matter. The Subadviser will not file proofs of claims relating to the securities comprising the Subadviser Assets or any other matter and will not notify the Adviser reserves or the right Trust’s custodian or administrator of class action settlements or bankruptcies relating to exercise voting rights on the Subadviser Assets. Further, the Adviser agrees that the Subadviser has no duty to institute, prosecute, defend, settle or otherwise dispose of any assets claim relating to securities purchased or held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rightsany Fund.

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and Securities Act, Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and XxxxxxxxSarxxxxx-Xxxxx Act Xxt of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designeedesignee identified in a notice given to the Trust and the Adviser. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. Subject to the receipt of all necessary voting materials, the Subadviser shall vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Fund are invested in accordance with the Subadviser’s proxy voting procedures, provided, however, that regulatory reporting of such voting activity is the responsibility of the Adviser, and any costs incurred relating to materials for such regulatory reporting are the responsibility of the Adviser and/or the Fund. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide establish a process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designee, provided that such delegation by the Subadviser shall not relieve the Subadviser of any liability under Section 10 of this Agreement as if the Subadviser exercised such discretionary voting authority. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable)designee, shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from August 2020 3 time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide establish a process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. The Adviser agrees to instruct the Fund’s custodian to forward all proxy materials and related shareholder communications to Subadviser’s designee promptly upon receipt. Subadviser shall not be liable with regard to voting of proxies or other corporate actions if the proxy materials and related communications are not received by Subadviser in a timely manner. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide establish a process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designee, provided that such delegation by the Subadviser shall not relieve the Subadviser of any liability under Section 10 of this Agreement as if the Subadviser exercised such discretionary voting authority. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable)designee, shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide establish a process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (for which with respect to whose actions in connection with such voting the Subadviser shall remain liablebe responsible to the same extent as if the Subadviser took such actions itself), shall have the power to vote, either in person or by proxy, all securities and other investments in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, October 2018 3 the Fund or the Trust or take any action with respect thereto. For purposes of clarification, it is understood that the Subadviser shall also have the right to elect, at its discretion, not to exercise voting rights with respect to securities and other investments in which the Subadviser Assets may be invested at any time, subject in all such instances to Subadviser’s fiduciary obligations and its having made a determination in good faith that not voting is in the best interests of the Fund. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide establish a process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and Subadviser Assets and, upon request, other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and Securities Act, Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designeedesignee . The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Adviser agrees to instruct the Custodian to forward all proxy materials and related shareholder communications to the Subadviser promptly upon receipt. Subadviser shall not be liable with regard to voting of proxies if the Subadviser does not receive the proxy materials and related communications in a timely manner. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide establish a process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. Subadviser shall have no responsibility or liability for failing to vote any proxies which it has not received in a timely manner. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. Upon the Adviser’s request, The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and Securities Act, Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s 's discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designeedesignee identified in a notice given to the Trust and the Adviser. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable)designee, shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s 's assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s 's security. -------------------------------------------------------------------------------- 3 The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide establish a process for the timely distribution of the Subadviser’s 's voting record with respect to the Fund’s 's securities and other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the "Securities Act"), Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 30bl-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A N-l A under the 1940 Act and Securities Act, Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designeedesignee identified in a notice given to the Trust and the Adviser. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), to the extent permitted by law, shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish a written procedure policy for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure policy and will provide establish a process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designeedesignee identified in a notice given to the Trust and the Adviser. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser shall not be responsible for any other corporate actions relating to the Fund, including administrative filings, such as proofs of claims or claims in class actions, but will promptly forward any materials related to such actions received by the Subadviser to the Adviser. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 206(4)-6 under the 1940 Advisers Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide establish a process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information required to be maintained by the Subadviser under Rule 204-2(c)(2) under the Advisers Act necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser to delegate further such discretionary authority to a designeedesignee identified in a notice given to the Trust and the Adviser. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations, including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide establish a process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the 1940 Act and Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, Sub-Adviser is not responsible for making any class action filings or more often as may reasonably be requested by the Adviser, as to the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights bankruptcy claim filings on any assets held in the Fund on an individual security or ongoing basis, provided that the Adviser provides the Subadviser sufficient notice behalf of the Adviser’s intention to exercise such voting rightsFund.