Proxy Voting and Class Actions Sample Clauses

Proxy Voting and Class Actions. MANAGER is expressly precluded from voting proxi~s or advising on proxies. MANAGER will have no obligation to initiate or take any other action 'on behalf of SERS relating to the securities comprising the Fund assets in 'any legal proceedings (including, without limitation, class actions). MANAGER w{,llnot file proofs of claims relating to the . -: ( ! ' , securities comprising the Fund assets and willnot notify SE~S or the custodian of the assets of class action settlements relating to the Fund assets:

Proxy Voting and Class Actions. The Sub-Adviser is hereby appointed the Fund’s agent and attorney-in-fact to exercise in its discretion all rights and perform all duties which may be exercisable in relation to the Allocated Portion, including without limitation the right to vote (or in its discretion, refrain from voting), tender, exchange, endorse, transfer, or deliver any securities on behalf of the Allocated Portion of the Fund, to participate in or consent to any class action, distribution, plan of reorganization, creditors committee, merger, combination, consolidation, liquidation, underwriting, or similar plan with reference to such securities; and to execute and bind the Fund in waivers, consents and covenants related thereto. For the avoidance of doubt, the Sub-Adviser has sole and full discretion to vote (or not to vote) any securities in the Allocated Portion and neither the Fund nor the Adviser will, directly or indirectly, attempt to influence the Sub-Adviser’s voting decisions. The Sub-Adviser represents and covenants that it has adopted written proxy voting policies and procedures as required under Rule 206(4)-6 of the Investment Advisers Act of 1940, as amended (“Advisers Act”), a copy of which has been provided to the Adviser and the Board, and that it will promptly provide (i) any updates of such policies and procedures to the Adviser and the Board, (ii) its voting records with respect to the Allocated Portion to the Fund or the Fund’s proxy voting service, as the Fund may direct, so that the Fund meets its annual disclosure requirement pursuant to Rule 30b1-4 under the 1940 Act, and (iii) reports to the Adviser and the Board in instances where the Sub-Adviser votes counter to its proxy voting policies. The Sub-Adviser shall be responsible for responding to any notice of class action claim with respect to any assets comprising the Allocated Portion and shall notify promptly the Adviser and the Fund of any such claims.

Proxy Voting and Class Actions. The Client shall vote proxies with respect to the account's assets, and Adviser shall not have authority to vote such proxies.

Proxy Voting and Class Actions. The Client shall vote proxies with respect to the account's assets, and Adviser shall not have authority to vote such proxies. Adviser is not required to take any action or provide any advice with respect to class action or other lawsuits involving securities presently or formerly held in the account, or the issuers thereof, including actions involving bankruptcy. In the case of class action suits involving issuers held in the Account, Adviser may provide information about the Account to third parties for purposes of participating in any settlements as required by law or as requested by Client.

Proxy Voting and Class Actions. The Adviser will vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of a Fund may be invested from time to time. Such proxies will be voted in a manner that you deem, in good faith, to be in the best interest of the Fund and in accordance with your proxy voting policy. You agree to provide a copy of your proxy voting policy to the Trust prior to the execution of this Agreement, and any amendments thereto promptly. It is acknowledged and agreed that the Adviser shall not be responsible for the filing of claims (or otherwise causing the Fund to participate) in class action settlements or similar proceedings in which shareholders may participate related to securities currently or previously associated with the Fund.

Proxy Voting and Class Actions. The Sub-Advisor shall not be responsible for voting proxies issued by companies held in the Separate Account although the Advisor may consult with the Sub-Advisor from time to time regarding the voting proxies of securities owned by the Separate Account. The Sub-Advisor shall also not be responsible for filing claims in class action settlements related to securities currently or previously held by the Separate Account.

Proxy Voting and Class Actions. The Board hereby grants Adviser the power to act as the Board’s proxy and attorney-in-fact to vote, tender or direct the voting or tendering of all assets held in the Account and to take actions on behalf of the Board with respect to the Account including, but not limited to, executing on behalf of the Board, any consent, request, direction, approval, waiver, objection, appointment or other instrument required or permitted to be signed or executed by the holder of record of the assets of the Account. Adviser will adhere to its Corporate Actions and Proxy Voting Procedures, as such procedures may be amended from time to time by Adviser, with respect to the voting of any proxies received by Adviser that relate to the assets held in the Account. Adviser will provide the Board with a copy of the then current Corporate Actions and Proxy Voting Procedures, upon request. The Board shall be responsible for determining if a Plan will participate in class action law suits associated with assets of the Account as well as complete the necessary claim forms for participation. Adviser shall not provide any legal advice in regards to class action law suits but will assist the Board by providing data within Adviser’s control to allow the Board to determine if the Plan will participate in a class action law suit.

Proxy Voting and Class Actions. Unless the parties have otherwise agreed in writing, Adviser shall have no authority or obligation to take any action or render any advice with respect to the voting of proxies solicited by or with respect to issuers of securities in which assets of your Account may be invested from time to time. You expressly retain the authority and responsibility for the voting of such proxies. Adviser also will have no responsibility to notify you or take action on your behalf as to legal matters, including securities class actions with respect to securities or other investments held in your Account or the issuers thereof. (The Custodian of your Account will send you pertinent class action information the Custodian receives on your behalf.) Nevertheless, Adviser may assist you in processing securities class action claims if you specifically so request. You and Advisor shall agree to the extent of this assistance, on a case-by-case basis.

Proxy Voting and Class Actions. The Adviser will not vote proxies on behalf of the Client’s Account. Additionally, the Adviser will not be required to take any action or render any advice with respect to voting of proxies solicited by or with respect to the issuers of securities in which Assets of the Account may be invested from time to time. Further, the Adviser will not take any action or render any advice with respect to any securities held in the Account, which are named in or subject to class action lawsuits. The Adviser will, however, forward to the Client any information received by the Adviser regarding class action legal matters involving any security held in the Account.