Common use of Proxy Matters Clause in Contracts

Proxy Matters. (i) The Sub-Adviser, or its designee, shall review all Fund proxy solicitation materials provided to it by the Funds’ custodian and shall be responsible for voting in its discretion proxies for the securities held by the Funds in accordance with the Sub-Adviser’s proxy voting policies and procedures, without consultation with the Adviser or the Funds. The Adviser shall instruct the Funds’ custodian and other appropriate parties providing services to the Funds to promptly forward all proxy solicitation materials for the Funds to the Sub-Adviser, including any misdirected proxy solicitation materials. The Sub-Advisor is not responsible for completing and filing Form N-PX on behalf of the Funds (ii) The Sub-Adviser shall provide to the Adviser a copy of Sub-Adviser’s written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of any summary of the procedures, if applicable, upon request by the Adviser. The Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the Funds. The records, and their retention period, shall conform to the applicable SEC regulations (iii) The Sub-Adviser shall provide records of all proxy votes cast for the Funds to the Adviser within five business days of the Adviser’s reasonable written request (iv) The Sub-Adviser may designate a third party, such as ISS, to review and vote proxy solicitation materials on behalf of each Fund and may adopt the proxy voting policies of such third party as its proxy voting policy. (a) The Sub-Adviser shall review all notices forwarded to it by the Funds’ custodian, including, but not limited to, corporate action notices, and shall provide and respond to all corresponding requests for information in relation to the securities held in the Funds. The Adviser shall instruct the custodian and other appropriate parties providing services to the Funds to promptly forward misdirected corporate action notices to the Sub-Adviser. (b) The Sub-Adviser shall promptly notify the Adviser of any financial condition that the Sub-Adviser believes is likely to materially impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement and any termination or resignation of senior (key) personnel who are directly responsible for portfolio management for the Funds. (c) The Sub-Adviser shall have no responsibility for filing claims on behalf of the Adviser or the Trust with respect to any class action, bankruptcy proceeding or any other legal action or proceeding in which the Adviser or the Trust may be entitled to participate as a result of the Funds’ security holdings. The Sub-Adviser’s responsibility with respect to such matters shall be limited to cooperating with the Adviser and the Trust in filing such claims and to using its commercially reasonable efforts in sharing applicable information regarding such matters with the Adviser and the Trust. (d) The Sub-Adviser may not delegate to one or more entities or affiliates any of the investment advisory services relating to the services described in this Agreement for which Sub-Adviser is responsible without the prior written consent and approval of the Adviser and the Board (except as otherwise set forth in Section 2(f) herein with respect to proxy voting). (e) The Sub-Adviser shall not be required to pay for engaging any third party pricing services. (f) Any duties, obligations, activities or actions necessary for the Funds to be in compliance with federal or state securities laws, not otherwise specifically enumerated in this Section 2 and not otherwise allocated to the Sub-Adviser hereunder, shall be the obligation of the Funds or any of the Funds’ other service providers (including, but not limited to, preparing or providing disclosure for the Funds’ registration statement).