Common use of Proxy Voting Policies and Procedures Clause in Contracts

Proxy Voting Policies and Procedures. Unless otherwise agreed to by the Trust and the Adviser, the Adviser shall be responsible for voting proxies with respect to the Fund’s portfolio securities. In this regard, the Adviser shall have, in accordance with Rule 206(4)-6 under the Advisers Act, adopted and implemented written policies and procedures reasonably designed to ensure that the Adviser votes the Fund’s portfolio securities in the best interest of the Fund, which policies and procedures shall specify how the Adviser will address material conflicts that may arise between the Adviser’s interests and those of the Fund.