Proxy Voting and Corporate Actions. The Sub-Adviser shall vote (or abstain from voting) proxies relating to the Fund’s investment securities in accordance with the Sub-Adviser’s proxy voting guidelines and procedures. As reasonably requested, Sub-Adviser shall review its proxy voting activities on a periodic basis with the Board. The Trust or the Adviser may withdraw the proxy voting authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. The investment authority granted to the Sub-Adviser shall further include the authority to exercise whatever powers the Adviser may possess with respect to any Fund assets in the Managed Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, and redemption privileges, and to tender securities pursuant to a tender offer.
Proxy Voting and Corporate Actions. (a) The Investment Adviser shall delegate the power and authority to vote on any matters associated with Assets that are public equity securities for which there is an active trading market to a proxy voting service and shall instruct such proxy voting service to vote all such public equity Assets in accordance with such proxy voting service’s benchmark recommendations and guidelines. The Investment Adviser shall have no liability for the acts or omissions of such proxy voting service; provided, that such proxy voting service shall have been selected and monitored by the Investment Adviser with reasonable care.
Proxy Voting and Corporate Actions. The Funds have retained RiskMetrics Group (“RMG”), for proxy voting services and proxy voting analysis and research. The Funds’ custodian has been instructed to direct all ballots, meeting notices and other proxy materials to RMG. RMG votes the Funds’ proxies in accordance with RMG’s International Proxy Voting Guidelines, which have been reviewed and approved by the Board. To the extent that the Subadviser seeks, in its good faith judgment in a manner which it reasonably believes best serves the interests of each Fund’s shareholders, that a proxy should be voted in a manner not consistent with RMG’s International Proxy Voting Guidelines, Subadviser shall act in accordance with the Trust’s proxy voting policies and procedures as provided to Subadviser. Subadviser shall not be required to take any action or render any advice with respect to the preparation or filing of any bankruptcy or class action claims. Except as otherwise described herein, Subadviser will, in its good faith judgment in a manner which it reasonably believes serves the interests of the Fund, be responsible for corporate actions with respect to the Assets.
Proxy Voting and Corporate Actions. The Sub-Adviser is authorized to vote proxies and handle corporate actions received on securities held in the Fund. The Adviser and the Trust represent that such authority is not expressly reserved to any other party under the documents governing the Fund. All proxies will be voted in accordance with the Adviser’s written policy in effect from time to time, receipt of which the Sub-Adviser hereby acknowledges, and all corporate actions will be handled by the Sub-Adviser in the best interests of the Fund and its shareholders. The Adviser and the Trust shall instruct the Fund’s custodian to forward promptly to the Sub-Adviser receipt of all such communications and to follow the Sub-Adviser’s instructions concerning the same. The Sub-Adviser shall not be responsible for voting proxies or handling corporate actions not timely received by the Sub-Adviser.
Proxy Voting and Corporate Actions. VALIC will vote all proxies relating to securities held by a Covered Fund. VALIC will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the VC I Board of Directors. VALIC may, on certain non-routine matters, consult with the SUB-ADVISER before voting proxies relating to securities held by a Covered Fund. VALIC will instruct the Custodian and other parities providing services to VC I promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Covered Fund. The SUB-ADVISER shall not be responsible for (i) directing the vote of any proxy; (ii) instructing the Custodian or any other party providing services to VC I to forward to the proxy voting service copies of any proxies and shareholder communications relating to securities held by a Covered Fund, or (iii) taking any action on behalf of a Covered Fund in connection with a class action lawsuit, settlement proceeding, or other legal proceeding (including, without limitation, bankruptcies) involving portfolio securities owned by the Covered Fund. To the extent that a Covered Fund invests in the securities of an issuer that provides investors with an opportunity to tender their interests with respect to such securities, the SUB-ADVISER is authorized and empowered to determine whether a tender should be made with respect to the Covered Fund’s investment in such securities.
Proxy Voting and Corporate Actions. In general, RIIS does not manage voting securities for extended periods and thus looks to the Client or its agent. Where the Client assigns (in writing) such responsibility to RIIS, RIIS will handle corporate actions and vote proxies with respect to securities held in accounts managed by RIIS: (i) first, according to the written instructions of the Client or its agent; or (ii) absent such instructions, according to RIIS’s judgment as to the best interest of the Fund, with reference to the proxy voting guidelines of RIIS in effect at such time.
Proxy Voting and Corporate Actions. The Trust has adopted proxy voting guidelines as described in the relevant Fund Prospectus or Statement of Additional Information (the “Proxy Voting Guidelines”). To the extent that the Subadviser seeks, in its good faith judgment in a manner which it reasonably believe best serves the interests of each Fund’s shareholders, that a proxy should be voted in a manner not consistent with the Proxy Voting Guidelines, the Subadviser shall act in accordance with the Trust’s proxy voting policies and procedures as provided to the Subadviser. The Subadviser shall not be required to take any action or render any advice with respect to the preparation or filing of any bankruptcy or class action claims. Except as otherwise described herein, the Subadviser will, in its good faith judgment in a manner which it reasonably believes serves the interests of the Funds, be responsible for corporate actions with respect to the Funds.
Proxy Voting and Corporate Actions. The Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s shareholders to vote or abstain from voting all proxies and corporate actions solicited by or with respect to the issuers of any securities or other assets in the Subadviser Assets. Subject to the applicable SEC guidance, the Subadviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded to the Subadviser or Third Party Proxy Voting Service Provider all proxy solicitation materials that the Fund or its representatives may receive. The Subadviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Subadviser 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 reasonably requested by the Board. Upon reasonable request, Subadviser shall provide the Adviser or the Administrator with all proxy voting records relating to the Subadviser Assets, including but not limited to those required by Form N-PX. The Subadviser will also provide an annual certification, in a form reasonably acceptable to Adviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Subadviser has sole and full discretion to vote (or not to vote) any securities constituting the Subadviser Assets and the Adviser will not, directly or indirectly, attempt to influence the Subadviser’s voting decisions. The Subadviser will not be responsible for making any class action filings on behalf of the Fund. The Subadviser shall promptly provide the Adviser with any information it receives regarding class action claims or any other legal matters involving any asset held in the Subadviser Assets and shall cooperate with the Adviser to the extent necessary for the Adviser to pursue or participate in any such action.
Proxy Voting and Corporate Actions. The Sub-Adviser shall vote, or abstain from voting, proxies relating to the Fund’s investment securities in accordance with the Sub-Adviser’s proxy voting guidelines and procedures, provided that the relevant proxy materials have been forwarded to the Sub-Adviser in a timely manner by the Fund’s custodian. As reasonably requested, Sub-Adviser shall review its proxy voting activities on a periodic basis with the Board. The Trust or the Adviser may withdraw the proxy voting authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. The investment authority granted to the Sub-Adviser shall further include the authority to exercise whatever powers the Adviser may possess with respect to any Fund assets in the Managed Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, and redemption privileges, and to tender securities pursuant to a tender offer.
Proxy Voting and Corporate Actions. The Sub-Adviser shall vote (or abstain from voting) proxies relating to the Fund’s investment securities in accordance with the Sub-Adviser’s proxy voting guidelines and procedures. As reasonably requested, Sub-Adviser shall review its proxy voting activities on a periodic basis with the Board. The Sub-Adviser may, from time to time, amend its proxy voting guidelines and procedures to ensure, among other things, that such proxy voting procedures and guidelines comport with applicable securities laws. Any material amendment to the Sub-Adviser’s proxy voting procedures and guidelines shall be timely provided to the Adviser for its records. The Trust or the Adviser may withdraw the proxy voting authority granted to the Sub-Adviser pursuant to this Section at any time upon written notice. The investment authority granted to the Sub-Adviser shall further include the authority to exercise whatever powers the Adviser may possess with respect to any Fund assets in the Managed Portion, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, and redemption privileges, and to tender securities pursuant to a tender offer.
