Common use of Proxy Voting Clause in Contracts

Proxy Voting. Unless instructed otherwise by the Board, the Investment Manager shall exercise the fiduciary responsibility for voting all proxies, if any, which are solicited in connection with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s proxy voting policies and a summary of how the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxies, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record date.

Proxy Voting. Unless instructed otherwise The Sub-Sub-Adviser 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 solicited by or with respect to the issuers of any voting securities in the Fund. The Sub-Sub-Adviser 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 Sub-Sub-Adviser, the Sub-Adviser or Third Party Proxy Voting Service Provider all proxy solicitation materials that the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide the Trust’s 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, the Investment Manager shall exercise the fiduciary responsibility for voting all proxies, if any, which are solicited in connection with the Sub-Account. Subject Sub-Adviser shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the Investment Manager’s oversightFund, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Investment Manager is authorized Sub-Sub-Adviser and the Sub-Adviser have sole and full discretion to delegate the research, voting and record keeping of proxies vote (or not to a third-party designee (“Designee”vote) provided that the Designee acknowledges in writing its fiduciary status to any securities constituting the Fund and abides by the applicable terms of this Agreement. If the Board so authorizesAdviser will not, the Investment Manager shall also be responsible for making all elections in connection with any mergersdirectly or indirectly, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized attempt to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s proxy influence such voting policies and a summary of how the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxies, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record datedecision.

Proxy Voting. Unless instructed otherwise by It is currently anticipated that the BoardSub-Adviser shall not be responsible for proxy voting; however, at the request of the Adviser, the Investment Manager Sub-Adviser shall exercise the fiduciary assume responsibility for voting proxies and making all proxiesother voting and consent determinations with respect to the issuers of securities and other instruments held in the Allocated Portion (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), if any, which are solicited in connection (ii) accordance with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment ManagerAdviser’s proxy voting policies and procedures (a summary copy of how which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s proxies were castcustodian, the Administrator or another party. It is acknowledged and agreed that the Sub-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 Allocated Portion. The summary Sub-Adviser shall include provide disclosure regarding its proxy voting policies and procedures in accordance with the following information: requirements of Form N-1A for inclusion in the company Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Fund had Sub-Adviser has voted proxies for the right to cast proxiesFund, the meeting date for Sub-Adviser shall, as may reasonably be requested by the voteAdviser, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise Pursuant to Board authority, the Adviser has the authority to determine how proxies with respect to securities that are held by the BoardFund shall be voted, and the Adviser may and does herein delegate the authority and responsibility to vote proxies for the Portfolio's securities to the Sub-Adviser. So long as proxy voting authority for the Portfolio has been delegated to the Sub-Adviser, the Investment Manager Adviser shall provide such assistance to the Sub-Adviser with respect to the voting of proxies for the Portfolio as the Sub-Adviser may from time to time reasonably request, and the Adviser shall promptly forward to the Sub-Adviser any information or documents necessary for the Sub-Adviser to exercise its proxy voting responsibilities. The Sub-Adviser shall carry out such responsibility in accordance with any instructions that the Board or the Adviser shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Sub-Adviser shall provide periodic reports and keep such records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility for to the Sub-Adviser may be revoked or modified by the Board or the Adviser at any time. The Sub-Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Sub-Adviser or designated service provider copies of all proxies and shareholder communications relating to securities held in the Portfolio (other than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the Portfolio. The Sub-Adviser has the authority to engage a service provider to assist with administrative functions related to voting all Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub-Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Sub-Adviser, if any, which are solicited in connection consistent with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s Adviser's written proxy voting policies and procedures, may refrain from voting a summary of how proxy if, in the Fund’s proxies were cast. The summary shall include Sub-Adviser's discretion, refraining from voting would be in the following information: the company in which the Fund had the right to cast proxies, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) best interests of the board of directors, Portfolio and how the Fund’s proxies were cast. The Investment Manager and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateits shareholders.

Proxy Voting. Unless instructed otherwise by It is currently anticipated that the BoardSub-Adviser shall not be responsible for proxy voting; however, at the reasonable request of the Adviser, the Investment Manager Sub-Adviser shall exercise the fiduciary assume responsibility for voting proxies and making all proxies, if any, which are solicited other voting and consent determinations with respect to the issuers of securities and other instruments held in connection the Allocated Portion in (i) a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion) and (ii) accordance with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment ManagerAdviser’s proxy voting policies and procedures (a summary copy of how which has been provided to the Adviser). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s proxies were castcustodian, the Administrator or another party. It is acknowledged and agreed that the Sub-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 Allocated Portion. The summary Sub-Adviser shall include provide disclosure regarding its proxy voting policies and procedures in accordance with the following information: requirements of Form N-1A for inclusion in the company Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Fund had Sub-Adviser has voted proxies for the right to cast proxiesFund, the meeting date for Sub-Adviser shall, as may reasonably be requested by the voteAdviser, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise by It is currently anticipated that the BoardSub-Adviser shall not be responsible for proxy voting; however, at the request of the Adviser, the Investment Manager Sub-Adviser shall exercise the fiduciary assume responsibility for voting proxies and making all proxies, if any, which are solicited other voting and consent determinations with respect to the issuers of securities and other instruments held in connection the Allocated Portion in accordance with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment ManagerAdviser’s proxy voting policies and procedures (a summary copy of how which has been provided to the Fund’s proxies were castAdviser). The summary Adviser shall include provide the following information: Sub-Adviser written notice reasonably in advance of any request that the company Sub-Adviser vote proxies with respect to the Allocated Portion (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Custodian, the Administrator or another party. It is acknowledged and agreed that the Sub-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 equity securities currently or previously associated with the Allocated Portion. To the extent that the Sub-Adviser votes proxies with respect to the Allocated Portion, (i) the Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust, and (ii) the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. For any annual period in which the Fund had Sub-Adviser has voted proxies with respect to the right to cast proxiesAllocated Portion, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, Sub-Adviser shall certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise Sub-Adviser shall have the sole authority and responsibility to vote proxies on behalf of any assets held by the BoardFund. Notwithstanding the foregoing, the Investment Manager Sub-Adviser agrees it shall exercise the fiduciary responsibility for consult with Adviser as reasonably requested by Adviser on proxy voting all proxiesmatters. Subject to applicable SEC rules and guidance, if any, which are solicited in connection with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to Adviser may use recommendations from a third-party designee in order to make voting decisions and may use a third-party service provider to perform the voting (a “DesigneeThird-Party Proxy Voting Service Provider”) provided ). The Custodian or the Adviser, as the case may be, shall cause to be forwarded to the Sub-Adviser or Third-Party Proxy Voting Service Provider all proxy solicitation materials the Fund may receive. The Sub-Adviser acknowledges and agrees it has adopted written proxy voting procedures that comply with the Designee acknowledges in writing its fiduciary status requirements of the Advisers Act. The Sub-Adviser further agrees it shall provide Adviser, the Trust, or the Trustees, with all proxy voting records relating to the securities held by the Fund and abides with a written report of the proxies voted during the most recent twelve (12) month period or such other period as the Adviser or Trust may designate, in a format reasonably requested by the applicable terms of this AgreementAdviser or Trust. If Notwithstanding the Board so authorizesforegoing, upon reasonable request Sub-Adviser shall provide the Investment Manager Adviser with all proxy voting records relating to the assets held by the Fund. The Sub-Adviser shall also be responsible for making all elections provide an annual certification, in connection with any mergersform and substance reasonably acceptable to Adviser and the Trust, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward attesting to the Investment Manager all communications received by the Custodian or Designee including proxy statements accuracy and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement completeness of the Investment Manager’s such proxy voting policies and a summary of how the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxies, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record daterecords.

Proxy Voting. Unless instructed otherwise by It is currently anticipated that the BoardSub-Adviser shall not be responsible for proxy voting; however, at the request of the Adviser, the Investment Manager Sub-Adviser shall exercise the fiduciary assume responsibility for voting proxies and making all proxies, if any, which are solicited other voting and consent determinations with respect to the issuers of securities and other instruments held in connection the Allocated Portion (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion) and (ii) in accordance with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment ManagerAdviser’s proxy voting policies and procedures in effect at such time. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a summary of how single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s custodian, the Administrator or another party. It is acknowledged and agreed that the Sub-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 Allocated Portion. Upon reasonable request, the Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies were castfor the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. The summary shall include the following information: the company During any annual period in which the Fund had Sub-Adviser has voted proxies for the right to cast proxiesFund, the meeting date for Sub-Adviser shall, upon the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) reasonable request of the board of directorsAdviser, certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise Pursuant to Board authority, the Adviser has the authority to determine how proxies with respect to securities that are held by the BoardFund shall be voted, and the Adviser may delegate the authority and responsibility to vote proxies for the Fund's securities to the Sub-Adviser. So long as proxy voting authority for the Fund has been delegated to the Sub-Adviser, the Investment Manager Adviser shall provide such assistance to the Sub-Adviser with respect to the voting of proxies for the Fund as the Sub-Adviser may from time to time reasonably request, and the Adviser shall promptly forward to the Sub-Adviser any information or documents necessary for the Sub-Adviser to exercise its proxy voting responsibilities. The Sub-Adviser shall carry out such responsibility in accordance with any instructions that the Board or the Adviser shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Sub-Adviser shall provide periodic reports and keep such records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility for voting to the Sub-Adviser may be revoked or modified by the Board or the Adviser at any time. The Sub-Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Sub-Adviser or designated service provider copies of all proxiesproxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser, if anyat its own cost and subject to it oversight, which has the authority to engage a service provider to research and vote proxies related to the Fund. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub-Adviser have any responsibility to vote proxies that are solicited in connection not received on a timely basis. The Trust acknowledges that the Sub-Adviser, consistent with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s Adviser's written proxy voting policies and procedures, may refrain from voting a summary proxy if, in the Sub-Adviser's discretion, refraining from voting would be in the best interests of how the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxies, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateits shareholders.

Proxy Voting. Unless instructed otherwise by It is currently anticipated that the BoardSub-Adviser shall not be responsible for proxy voting; however. at the reasonable request of the Adviser, the Investment Manager Sub-Adviser shall exercise the fiduciary assume responsibility for voting proxies and making all proxies, if any, which are solicited other voting and consent determinations with respect to the issuers of securities and other instruments held in connection the Allocated Portion in (i) a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion) and (ii) accordance with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment ManagerAdviser’s proxy voting policies and procedures (a summary copy of how which has been provided to the Adviser). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s proxies were castcustodian, the Administrator or another party. It is acknowledged and agreed that the Sub-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 Allocated Portion. The summary Sub-Adviser shall include provide disclosure regarding its proxy voting policies and procedures in accordance with the following information: requirements of Form N-1A for inclusion in the company Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Fund had Sub-Adviser has voted proxies for the right to cast proxiesFund, the meeting date for Sub-Adviser shall, as may reasonably be requested by the voteAdviser, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise 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 solicited by or with respect to the issuers of any voting securities in the Subadviser Assets. Subject to 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 Investment Manager shall exercise Adviser or the fiduciary responsibility for Administrator with all proxy voting all proxies, if any, which are solicited in connection with the Sub-Account. Subject records relating to the Investment Manager’s oversightSubadviser Assets, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, including but not limited toto those required by Form N-PX. The Subadviser will also provide an annual certification, filing 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 responding 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. In addition, the Subadviser shall have no responsibility for participating in any class action claims related relating to a holding the Subadviser Assets and the Adviser shall have full responsibility for any class or similar action attached to securities in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s proxy voting policies and a summary of how the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxies, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateSubadviser assets.

Proxy Voting. Unless instructed otherwise by It is currently anticipated that the BoardSub-Adviser shall not be responsible for proxy voting; however, at the request of the Adviser, the Investment Manager Sub-Adviser shall exercise the fiduciary assume responsibility for voting or abstaining from voting proxies and making all proxies, if any, which are solicited other voting and consent determinations with respect to the issuers of securities and other instruments held in connection the Allocated Portion in (i) a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion) and (ii) accordance with the Sub-Account. Subject Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Investment ManagerAdviser). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s oversightcustodian, the Investment Manager Administrator or another party. It is authorized to delegate the research, voting acknowledged and record keeping of proxies to a third-party designee (“Designee”) provided agreed that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager Sub-Adviser shall also not be responsible for making all elections the filing of claims (or otherwise causing the Fund to participate) in connection with any mergersclass action litigation, acquisitions, tender offerssettlements, bankruptcy proceedings, or other similar occurrences, proceedings in which shareholders may affect participate related to securities currently or previously associated with the Allocated Portion. The Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-AccountAdviser votes proxies for the Fund, but it is not authorized the Sub-Adviser shall report to or responsible the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for initiating or responding the Fund, the Sub-Adviser shall, upon reasonable advance notice, certify as to any legal proceedings its compliance with its proxy voting policies and procedures with respect to its actions on behalf of the Sub-Account, including, but not limited to, filing or responding Allocated Portion and as to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward its compliance with applicable federal statutes and regulations with respect to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s proxy voting policies and a summary of how the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxies, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateAllocated Portion.

Proxy Voting. Unless instructed otherwise by The parties hereby agree that the BoardSub-Adviser shall not be responsible for proxy voting in respect of the issuers of securities and other instruments held in the Allocated Portion. Notwithstanding the foregoing, at the reasonable request of the Adviser, the Investment Manager Sub-Adviser shall exercise the fiduciary assume responsibility for voting proxies and making all proxies, if any, which are solicited other voting and consent determinations with respect to the issuers of securities and other instruments held in connection the Allocated Portion in (i) a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion) and (ii) accordance with the Sub-Account. Subject to the Investment ManagerAdviser’s oversight, the Investment Manager is authorized to delegate the research, then-existing proxy voting policies and record keeping procedures (a copy of proxies to a third-party designee (“Designee”) which will be provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized Adviser to or responsible for initiating or responding the Adviser). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to any legal proceedings vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-AccountAdviser in a timely fashion by the Fund’s custodian, including, but the Administrator or another party. It is acknowledged and agreed that the Sub-Adviser shall not limited to, be responsible for the filing of claims (or responding otherwise causing the Fund to any participate) in class action claims settlements or similar proceedings in which shareholders may participate related to a holding in securities currently or previously associated with the accountAllocated Portion. The Investment Manager Sub-Adviser shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s disclosure regarding its proxy voting policies and a summary procedures in accordance with the requirements of how Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund’s , the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies were castvoted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. The summary shall include the following information: the company During any annual period in which the Fund had Sub-Adviser has voted proxies for the right to cast proxiesFund, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, Sub-Adviser shall certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise by It is currently anticipated that the BoardSub-Adviser shall not be responsible for proxy voting; however, at the request of the Adviser, the Investment Manager Sub-Adviser shall exercise the fiduciary assume responsibility for voting proxies and making all proxies, if any, which are solicited other voting and consent determinations with respect to the issuers of securities and other instruments held in connection the Allocated Portion in (i) a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion) and (ii) accordance with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment ManagerAdviser’s proxy voting policies and procedures (a summary copy of how which has been provided to the Adviser). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s proxies were castcustodian, the Administrator or another party. It is acknowledged and agreed that the Sub-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 Allocated Portion. The summary Sub-Adviser shall include provide disclosure regarding its proxy voting policies and procedures in accordance with the following information: requirements of Form N-1A for inclusion in the company Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Fund had Sub-Adviser has voted proxies for the right to cast proxiesFund, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, Sub-Adviser shall certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise by If the BoardBoard of Trustees has not engaged a third-party to vote proxies, and pursuant to a written direction from the Board of Trustees, the Investment Manager Manager, according to the Fund’s Proxy Policy, shall exercise the fiduciary responsibility for voting all proxies, if any, which are solicited in connection with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If Agreement and any proxy voting policy adopted by the Board so authorizes, the of Trustees. The Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Master Custodian or Designee to forward to the Investment Manager all communications received by the Master Custodian or Designee including proxy statements and proxy ballots duly executed by the Master Custodian or Designee. The If applicable, the Investment Manager agrees to provide the Board of Trustees with an annual statement of the Investment Manager’s proxy voting policies and a summary of how the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxies, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board Board of directorsDirectors, and how the Fund’s proxies were cast. The Investment Manager and the Master Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record date.

Proxy Voting. Unless instructed otherwise by It is currently anticipated that the BoardSub-Adviser shall not be responsible for proxy voting; however, the Investment Manager request of the Adviser, the Sub-Adviser shall exercise the fiduciary assume responsibility for voting proxies and making all proxies, if any, which are solicited other voting and consent determinations with respect to the issuers of securities and other instruments held in connection the Allocated Portion in (i) a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion) and (ii) accordance with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment ManagerAdviser’s proxy voting policies and procedures (a summary copy of how which has been provided to the Adviser). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Allocated Portion (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s proxies were castcustodian, the Administrator or another party. It is acknowledged and agreed that the Sub-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 Allocated Portion. The summary Sub-Adviser shall include provide disclosure regarding its proxy voting policies and procedures in accordance with the following information: requirements of Form N-1A for inclusion in the company Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Allocated Portion, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Fund had Sub-Adviser has voted proxies for the right to cast proxiesAllocated Portion, the meeting date for Sub-Adviser shall, as may reasonably be requested by the voteAdviser, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise 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 solicited by or with respect to the issuers of any voting securities in the Subadviser Assets. 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 Investment Manager shall exercise Adviser or the fiduciary responsibility for Administrator with all proxy voting all proxies, if any, which are solicited in connection with the Sub-Account. Subject records relating to the Investment Manager’s oversightSubadviser Assets, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, including but not limited to, filing or responding to any class action claims related to a holding in the accountthose required by Form N-PX. The Investment Manager shall instruct the Custodian or Designee Subadviser will also provide an annual certification, in a form reasonably acceptable to forward Adviser, attesting to the Investment Manager all communications received by the Custodian or Designee including proxy statements accuracy and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement completeness of the Investment Manager’s such proxy voting policies and a summary records. For the avoidance of how the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxiesdoubt, the meeting date for Subadviser has sole and full discretion to vote (or not to vote) any securities constituting the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager Subadviser Assets and the Custodian Adviser will not, directly or Designee shall reconcile indirectly, attempt to influence the proxies solicited with the FundSubadviser’s holdings as of the record datevoting decisions.

Proxy Voting. Unless instructed otherwise by The parties hereto hereby agree that the BoardSub-Adviser shall not be responsible for proxy voting in respect of the issuers of securities and other instruments held in the Allocated Portion. Notwithstanding the foregoing, at the reasonable request of the Adviser, the Investment Manager Sub-Adviser shall exercise the fiduciary assume responsibility for voting proxies and making all proxies, if any, which are solicited other voting and consent determinations with respect to the issuers of securities and other instruments held in connection the Allocated Portion in accordance with the Sub-Account. Subject to the Investment ManagerAdviser’s oversight, the Investment Manager is authorized to delegate the research, then-existing proxy voting policies and record keeping procedures (a copy of proxies to a third-party designee (“Designee”) which will be provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized Adviser to or responsible for initiating or responding the Adviser). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to any legal proceedings vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-AccountAdviser in a timely fashion by the Fund’s custodian (the “Custodian”), including, but the Administrator or another party. It is acknowledged and agreed that the Sub-Adviser shall not limited to, be responsible for the filing of claims (or responding otherwise causing the Fund to any participate) in class action claims settlements or similar proceedings in which shareholders may participate related to a holding in securities currently or previously associated with the accountAllocated Portion. The Investment Manager Sub-Adviser shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s disclosure regarding its proxy voting policies and a summary procedures in accordance with the requirements of how Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund’s , the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies were castvoted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. The summary shall include the following information: the company During any annual period in which the Fund had Sub-Adviser has voted proxies for the right to cast proxiesFund, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, Sub-Adviser shall certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise by The parties hereby agree that the Board, the Investment Manager Sub-Adviser shall exercise the fiduciary assume responsibility for voting or abstaining from voting proxies and making all proxies, if any, which are solicited other voting and consent determinations with respect to the issuers of securities and other instruments held in connection the Allocated Portion in accordance with the Sub-Account. Subject Adviser’s then-existing proxy voting policies and procedures (a copy of which has been provided by the Sub-Adviser to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) Adviser); provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment ManagerAdviser’s proxy voting policies and a summary of how procedures for the Fund’s proxies were castAllocated Portion are not inconsistent with the proxy voting policies and procedures adopted by the Fund and provided to the Sub-Adviser from time to time. The summary Adviser agrees to provide, or to cause to be forwarded to the Sub-Adviser, materials relating to such proxies in a timely fashion, whether by the Custodian, the Administrator or another applicable party. The Sub-Adviser shall include provide disclosure regarding its proxy voting policies and procedures in accordance with the following information: requirements of Form N-1A for inclusion in the company Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies with respect to the Allocated Portion, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Fund had Sub-Adviser has voted proxies for the right to cast proxiesAllocated Portion, the meeting date for Sub-Adviser shall, as may reasonably be requested by the voteAdviser, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise 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 solicited by or with respect to the issuers of any voting securities in the Subadviser Assets. Subject to 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 Investment Manager shall exercise Adviser or the fiduciary responsibility for Administrator with all proxy voting all proxies, if any, which are solicited in connection with the Sub-Account. Subject records relating to the Investment Manager’s oversightSubadviser Assets, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, including but not limited to, filing or responding to any class action claims related to a holding in the accountthose required by Form N-PX. The Investment Manager shall instruct the Custodian or Designee Subadviser will also provide an annual certification, in a form reasonably acceptable to forward Adviser, attesting to the Investment Manager all communications received by the Custodian or Designee including proxy statements accuracy and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement completeness of the Investment Manager’s such proxy voting policies and a summary records. For the avoidance of how the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxiesdoubt, the meeting date for Subadviser has sole and full discretion to vote (or not to vote) any securities constituting the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager Subadviser Assets and the Custodian Adviser will not, directly or Designee shall reconcile indirectly, attempt to influence the proxies solicited with the FundSubadviser’s holdings as of the record datevoting decisions.

Proxy Voting. Unless instructed otherwise by The Sub-Adviser shall not be responsible for proxy voting; however, at the Boardrequest of the Adviser upon commercially reasonable prior written notice to the Sub-Adviser, the Investment Manager Sub-Adviser shall exercise the fiduciary assume responsibility for voting proxies and making all proxies, if any, which are solicited other voting and consent determinations with respect to the issuers of securities and other instruments held in connection the Allocated Portion in (i) a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion) and (ii) accordance with the Sub-Account. Subject Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Investment ManagerAdviser). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Allocated Portion in accordance with the Sub-Adviser’s oversightproxy voting policies and procedures (it being understood that a single notice may state a continuing obligation) and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies or to a third-party designee service provider designated by the Sub-Adviser, in a timely fashion by the Fund’s custodian (the “DesigneeCustodian”) provided ), the Administrator or another party. In addition, to the extent the Sub-Adviser is requested by the Adviser to vote proxies in respect of the Allocated Portion, the Sub-Adviser shall be permitted to retain, subject to the Sub-Adviser’s ultimate responsibility and oversight, a third party service provider to assume primary responsibility for the coordination and execution of proxy votes, where applicable. It is acknowledged and agreed that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager Sub-Adviser shall also not be responsible for making all elections the filing of claims (or otherwise causing the Fund to participate) in connection class action settlements or similar proceedings for which it is provided notice and in which shareholders may participate related to securities currently or previously associated with any mergersthe Allocated Portion. Upon reasonable request, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager Adviser shall instruct the Custodian or Designee to forward provide disclosure to the Investment Manager all communications received by the Custodian Adviser or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s regarding its proxy voting policies and a summary procedures in accordance with the requirements of how Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies (or causes proxies to be voted) for the Fund’s , the Sub-Adviser shall report (or shall cause to be reported) to the Adviser in a timely manner a record of all proxies were castvoted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. The summary shall include the following information: the company During any annual period in which the Fund had the right to cast Sub-Adviser has voted proxies, the meeting date or caused proxies to be voted, for the voteFund, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, Sub-Adviser shall certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise by It is currently anticipated that the BoardSub-Adviser shall not be responsible for proxy voting; however, at the request of the Adviser, the Investment Manager Sub-Adviser shall exercise the fiduciary assume responsibility for voting proxies and making all proxies, if any, which are solicited other voting and consent determinations with respect to the issuers of securities and other instruments held in connection the Allocated Portion in (i) a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion) and (ii) accordance with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment ManagerAdviser’s proxy voting policies and procedures (a summary copy of how which has been provided to the Adviser). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund in respect of the Allocated Portion (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s proxies were castcustodian, the Administrator or another party. It is acknowledged and agreed that the Sub-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 Allocated Portion. The summary Sub-Adviser shall include provide disclosure regarding its proxy voting policies and procedures in accordance with the following information: requirements of Form N-1A for inclusion in the company Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Allocated Portion, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Fund had Sub-Adviser has voted proxies for the right to cast proxiesAllocated Portion, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, Sub-Adviser shall certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise Pursuant to Board authority, the Adviser has the authority to determine how proxies with respect to securities that are held by the BoardFund shall be voted, and the Adviser may delegate the authority and responsibility to vote proxies for the Fund's securities to the Sub-Adviser. So long as proxy voting authority for the Fund has been delegated to the Sub-Adviser, the Investment Manager Adviser shall provide such assistance to the Sub-Adviser with respect to the voting of proxies for the Fund as the Sub-Adviser may from time to time reasonably request, and the Adviser shall promptly forward to the Sub-Adviser any information or documents necessary for the Sub-Adviser to exercise its proxy voting responsibilities. The Sub-Adviser shall carry out such responsibility in accordance with any instructions that the Board or the Adviser shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Sub-Adviser shall provide the Adviser with a copy of its written proxy voting policies and procedures (the "Sub-Adviser Proxy Voting Policy") and as such may be amended from time to time. The Sub-Adviser shall provide periodic reports and keep such records relating to proxy voting as the Adviser and the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Sub-Adviser may be revoked or modified by the Board or the Adviser at any time. Unless and until otherwise directed by the Adviser or the Board the Sub-Adviser shall be responsible for voting all proxiesvoting, if any, which are solicited in connection accordance with the Sub-Account. Subject Adviser Proxy Voting Policy, the Fund's proxies and exercising all other applicable rights of the Fund as a security holder in connection with corporate actions or other transactions relating to the Investment Manager’s oversight, the Investment Manager Fund's portfolio holdings. The Sub-Adviser is authorized to delegate instruct the research, Fund's custodian and/or broker(s) to forward promptly to the Sub-Adviser or designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser has the authority to engage a service provider to assist with administrative functions related to voting and record keeping Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub-Adviser have any responsibility to vote proxies to that are not received on a third-party designee (“Designee”) provided timely basis. The Trust acknowledges that the Designee acknowledges Sub-Adviser, consistent with the Sub-Adviser Proxy Voting Policy, may refrain from voting a proxy if, in writing its fiduciary status to the Sub-Adviser's discretion, refraining from voting would be in the best interests of the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s proxy voting policies and a summary of how the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxies, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateits shareholders.

Proxy Voting. Unless instructed otherwise by It is currently anticipated that the BoardSub-Adviser shall not be responsible for proxy voting; however, at the request of the Adviser, the Investment Manager Sub-Adviser shall exercise the fiduciary assume responsibility for voting proxies and making all proxies, if any, which are solicited other voting and consent determinations with respect to the issuers of securities and other instruments held in connection the Allocated Portion in (i) a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion) and (ii) accordance with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment ManagerAdviser’s proxy voting policies and procedures (a summary copy of how which has been provided to the Adviser). The Adviser shall provide the Sub-Adviser written notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s custodian, the Administrator or another party. It is acknowledged and agreed that the Sub-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 Allocated Portion. Promptly upon the written request of the Adviser, the Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies were castfor the Fund pursuant to a written request, as contemplated in this Section 2(f),, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. The summary shall include the following information: the company During any annual period in which the Fund had Sub-Adviser has voted proxies for the right to cast proxiesFund, the meeting date for Sub-Adviser shall, as may reasonably be requested by the voteAdviser, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise 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 solicited by or with respect to the issuers of any voting securities in the Subadviser Assets. Subject to 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 Investment Manager shall exercise Adviser or the fiduciary responsibility for Administrator with all proxy voting all proxies, if any, which are solicited in connection with the Sub-Account. Subject records relating to the Investment Manager’s oversightSubadviser Assets, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, including but not limited to, filing or responding to any class action claims related to a holding in the accountthose required by Form N-PX. The Investment Manager shall instruct the Custodian or Designee Subadviser will also provide an annual certification, in a form reasonably acceptable to forward Adviser, attesting to the Investment Manager all communications received by the Custodian or Designee including proxy statements accuracy and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement completeness of the Investment Manager’s such proxy voting policies and a summary records. For the avoidance of how the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxiesdoubt, the meeting date for Subadviser has sole and full discretion to vote (or not to vote) any securities constituting the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager Subadviser Assets and the Custodian Adviser will not, directly or Designee shall reconcile indirectly, attempt to influence the proxies solicited with the FundSubadviser’s holdings as of the record datevoting decisions.

Proxy Voting. Unless instructed otherwise by It is currently anticipated that the BoardSub-Adviser shall not be responsible for proxy voting; however, at the reasonable request of the Adviser, the Investment Manager Sub-Adviser shall exercise the fiduciary assume responsibility for voting proxies and making all proxies, if any, which are solicited other voting and consent determinations with respect to the issuers of securities and other instruments held in connection the Allocated Portion in (i) a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion) and (ii) accordance with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment ManagerAdviser’s proxy voting policies and procedures (a summary copy of how which has been provided to the Adviser). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s proxies were castcustodian, the Administrator or another party. It is acknowledged and agreed that the Sub-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 Allocated Portion at the expense of the Fund; provided, that the Adviser has made such request in a manner providing reasonable advance written notice to the Sub-Adviser to make a timely filing. The summary Sub-Adviser shall include provide disclosure regarding its proxy voting policies and procedures in accordance with the following information: requirements of Form N-1A for inclusion in the company Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Fund had Sub-Adviser has voted proxies for the right to cast proxiesFund, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, Sub-Adviser shall certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise by It is currently anticipated that the BoardSub-Adviser shall not be responsible for proxy voting; however, at the reasonable request of the Adviser, the Investment Manager Sub-Adviser shall exercise the fiduciary assume responsibility for voting proxies and making all proxies, if any, which are solicited other voting and consent determinations with respect to the issuers of securities and other instruments held in connection the Allocated Portion in (i) a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion) and (ii) accordance with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment ManagerAdviser’s proxy voting policies and procedures (a summary copy of how which has been provided to the Adviser). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Custodian (as defined below), the Administrator or another party. It is acknowledged and agreed that the Sub-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 Allocated Portion. The Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund’s , the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies were castvoted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. The summary shall include the following information: the company During any annual period in which the Fund had Sub-Adviser has voted proxies for the right to cast proxiesFund, the meeting date for Sub-Adviser shall, as may reasonably be requested by the voteAdviser, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise 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 solicited by or with respect to the issuers of any voting securities in the Subadviser Assets. 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. Neither the Subadviser nor the Third Party Proxy Voting Service Provider shall be responsible for voting any securities in the Subadviser Assets if it does not receive all proxy solicitation materials relating to such matter from the Custodian in a timely manner. 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 Investment Manager shall exercise Adviser or the fiduciary responsibility for Administrator with all proxy voting all proxies, if any, which are solicited in connection with the Sub-Account. Subject records relating to the Investment Manager’s oversightSubadviser Assets, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, including but not limited to, filing or responding to any class action claims related to a holding in the accountthose required by Form N-PX. The Investment Manager shall instruct the Custodian or Designee Subadviser will also provide an annual certification, in a form reasonably acceptable to forward Adviser, attesting to the Investment Manager all communications received by the Custodian or Designee including proxy statements accuracy and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement completeness of the Investment Manager’s such proxy voting policies and a summary records. For the avoidance of how the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxiesdoubt, the meeting date for Subadviser has sole and full discretion to vote (or not to vote) any securities constituting the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager Subadviser Assets and the Custodian Adviser will not, directly or Designee shall reconcile indirectly, attempt to influence the proxies solicited with the FundSubadviser’s holdings as of the record datevoting decisions.

Proxy Voting. Unless instructed otherwise by The parties hereby agree that the BoardSub-Adviser shall not be responsible for proxy voting in respect of the issuers of securities and other instruments held in the Allocated Portion. Notwithstanding the foregoing, at the reasonable request of the Adviser, the Investment Manager Sub-Adviser shall exercise the fiduciary assume responsibility for voting proxies and making all proxies, if any, which are solicited other voting and consent determinations with respect to the issuers of securities and other instruments held in connection with the Allocated Portion in (i) a manner deemed by the Sub-Account. Subject Adviser to be in the best interests of the Fund (as it relates to the Investment ManagerAllocated Portion) and (ii) accordance with the Sub- Adviser’s oversight, the Investment Manager is authorized to delegate the research, then-existing proxy voting policies and record keeping procedures (a copy of proxies to a third-party designee (“Designee”) which will be provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized Adviser to or responsible for initiating or responding the Adviser). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to any legal proceedings vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-AccountAdviser in a timely fashion by the Fund’s custodian, including, but the Administrator or another party. It is acknowledged and agreed that the Sub-Adviser shall not limited to, be responsible for the filing of claims (or responding otherwise causing the Fund to any participate) in class action claims settlements or similar proceedings in which shareholders may participate related to a holding in securities currently or previously associated with the accountAllocated Portion. The Investment Manager Sub-Adviser shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s disclosure regarding its proxy voting policies and a summary procedures in accordance with the requirements of how Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund’s , the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies were castvoted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. The summary shall include the following information: the company During any annual period in which the Fund had Sub-Adviser has voted proxies for the right to cast proxiesFund, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, Sub- Adviser shall certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise by It is currently anticipated that the BoardSub-Adviser shall not be responsible for proxy voting; however, at the request of the Adviser, the Investment Manager Sub-Adviser shall exercise the fiduciary assume responsibility for voting proxies and making all proxies, if any, which are solicited other voting and consent determinations with respect to the issuers of securities and other instruments held in connection the Allocated Portion in (i) a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion) and (ii) accordance with the Sub-Account. Subject Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Investment ManagerAdviser). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s oversightcustodian, the Investment Manager Administrator or another party. It is authorized to delegate the research, voting acknowledged and record keeping of proxies to a third-party designee (“Designee”) provided agreed that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager Sub-Adviser shall also not be responsible for making all elections the filing of claims (or otherwise causing the Fund to participate) in connection with any mergersclass action litigation, acquisitions, tender offerssettlements, bankruptcy proceedings, or other similar occurrences, proceedings in which shareholders may affect participate related to securities currently or previously associated with the Allocated Portion. The Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager Adviser shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s disclosure regarding its proxy voting policies and a summary procedures in accordance with the requirements of how Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund’s , the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies were castvoted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. The summary shall include the following information: the company During any annual period in which the Fund had Sub-Adviser has voted proxies for the right to cast proxiesFund, the meeting date for Sub-Adviser shall, as may reasonably be requested by the voteAdviser, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise Pursuant to Board authority, the Adviser has the authority to determine how proxies with respect to securities that are held by the BoardFund shall be voted, and the Adviser has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities to the Sub-Adviser. So long as proxy voting authority for the Fund has been delegated to the Sub-Adviser, the Investment Manager Adviser shall provide such assistance to the Sub-Adviser with respect to the voting of proxies for the Fund as the Sub-Adviser may from time to time reasonably request, and the Adviser shall promptly forward to the Sub- Adviser any information or documents necessary for the Sub-Adviser to exercise its proxy voting responsibilities. The Sub-Adviser shall carry out such responsibility in accordance with any instructions that the Board or the Adviser shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Sub-Adviser shall provide periodic reports and keep such records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility for to the Sub-Adviser may be revoked or modified by the Board or the Adviser at any time. The Sub-Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Sub-Adviser or designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser has the authority to engage a service provider to assist with administrative functions related to voting all Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub- Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Sub-Adviser, if any, which are solicited in connection consistent with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s Adviser's written proxy voting policies and procedures, may refrain from voting a summary proxy if, in the Sub- Adviser's discretion, refraining from voting would be in the best interests of how the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxies, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateits shareholders.

Proxy Voting. Unless instructed otherwise Pursuant to Board authority, the Adviser has the authority to determine how proxies with respect to securities that are held by the BoardFund shall be voted, and the Adviser may delegate the authority and responsibility to vote proxies for the Fund's securities to the Sub-Adviser. So Jong as proxy voting authority for the Fund has been delegated to the Sub-Adviser, the Investment Manager Adviser shall provide such assistance to the Sub-Adviser with respect to the voting of proxies for the Fund as the Sub-Adviser may from time to time reasonably request, and the Adviser shall promptly forward to the Sub- Adviser any information or documents necessary for the Sub-Adviser to exercise its proxy voting responsibilities. The Sub-Adviser shall carry out such responsibility in accordance with any instructions that the Board or the Adviser shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Sub-Adviser shall provide periodic reports and keep such records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility for to the Sub-Adviser may be revoked or modified by the Board or the Adviser at any time. The Sub-Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Sub-Adviser or designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser has the authority to engage a service provider to assist with administrative functions related to voting all Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub- Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Sub-Adviser, if any, which are solicited in connection consistent with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s Adviser's written proxy voting policies and procedures, may refrain from voting a summary proxy if, in the Sub- Adviser's discretion, refraining from voting would be in the best interests of how the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxies, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateits shareholders.

Proxy Voting. Unless instructed otherwise by It is currently anticipated that the BoardSub-Adviser shall not be responsible for proxy voting; however, at the request of the Adviser, the Investment Manager Sub-Adviser shall exercise the fiduciary assume responsibility for voting proxies and making all proxies, if any, which are solicited other voting and consent determinations with respect to the issuers of securities and other instruments held in connection the Allocated Portion (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion) and (ii) in accordance with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment ManagerAdviser’s proxy voting policies and procedures in effect at such time. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser vote proxies on behalf of the Fund (it being understood that a summary of how single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s proxies were castcustodian, the Administrator or another party. In addition, at the request of the Adviser, the Sub-Adviser shall 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 Allocated Portion. The summary Sub-Adviser shall include promptly provide copies of any such filings made on behalf of the following information: Fund and respond to inquires by the company Adviser or the Board regarding such filings. Upon reasonable request, the Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Fund had Sub-Adviser has voted proxies for the right to cast proxiesFund, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, Sub-Adviser shall certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise by Employer Securities. When the BoardPlan Sponsor files preliminary or final proxy solicitation materials with the Securities and Exchange Commission, the Investment Manager Plan Sponsor shall exercise cause a copy of all materials to be simultaneously sent to the fiduciary responsibility for Responsible Fiduciary. Based on these materials, the Responsible Fiduciary will ensure that a voting instruction form is prepared. At the time of mailing of notice of each annual or special stockholders’ meeting of the Plan Sponsor, the Plan Sponsor shall cause a copy of the notice and all proxiesproxy solicitation materials to be sent to each Participant and Beneficiary with an interest in Employer Securities held in the Trust, if any, which are solicited in connection together with the Sub-Account. Subject foregoing voting instruction form to be returned to the Investment Manager’s oversight, Responsible Fiduciary or its designee. The Responsible Fiduciary shall provide the Investment Manager is authorized Trustee with a copy of any materials provided to delegate the research, voting Participants and record keeping of proxies Beneficiaries and shall certify to a third-party designee (“Designee”) provided the Trustee that the Designee acknowledges in writing its fiduciary status materials have been mailed or otherwise sent to the Fund Participants and abides by the applicable terms of this AgreementBeneficiaries. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections Each Participant and Beneficiary with an interest in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding Employer Securities held in the account. The Investment Manager Trust shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s proxy voting policies and a summary of how the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had have the right to cast proxies, direct the meeting date for the vote, the shareholder of record date, manner in which to vote the number of shares votedof the Employer Securities reflecting such Participant’s or Beneficiary’s proportional interest in the Employer Securities held in the Trust (both vested and unvested). Directions from a Participant or Beneficiary to the Responsible Fiduciary concerning the voting of the Employer Securities shall be communicated in a then acceptable written format. These directions shall be held in confidence by the Responsible Fiduciary and shall not be divulged to the Plan Sponsor, an issue identification number (if any)or any officer or employee thereof, or any other person. Upon its receipt of the directions, the recommendation(s) Responsible Fiduciary shall direct the Trustee on how to vote the shares of the board of directorsEmployer Securities reflecting the Participant’s or Beneficiary’s proportional interest in the Employer Securities held in the Trust as directed by the Participant. If applicable, and how the Fund’s proxies were cast. The Investment Manager and the Custodian select Option 1, 2 or Designee shall reconcile the proxies solicited with the Fund’s holdings as 3: Option #1: Shares of the record dateEmployer Securities reflecting Participant’s or Beneficiary’s proportional interest in the Employer Securities held in the Trust (both vested and unvested) for which it has received no directions from Participants or Beneficiaries shall be voted in the same proportion on each issue as it votes those shares for which it received voting directions from Participants and Beneficiaries. Shares of the Employer Securities not credited to Participants’ or Beneficiaries’ Accounts shall be voted in the same proportion on each issue as it votes those shares credited to Participants’ or Beneficiaries’ Accounts for which it received voting directions from Participants or Beneficiaries. If the Responsible Fiduciary determines that it would be imprudent to vote shares of Employer Securities in the manner described herein, he or she will change the manner in which shares are voted so as to comply with his or her fiduciary responsibilities under the applicable law. Option #2: Shares of the Employer Securities reflecting Participants’ or Beneficiaries’ proportional interest in the Employer Securities held in the Trust (both vested and unvested) for which it has received no directions from Participants or Beneficiarys shall not be voted. Shares of the Employer Securities held in the Trust that are not credited to Participants’ or Beneficiaries’ Accounts shall not be voted. If the Responsible Fiduciary determines that it would be imprudent to vote shares of Employer Securities in the manner described herein, he or she will change the manner in which shares are voted so as to comply with his or her fiduciary responsibilities under the applicable law. Option #3: Shares of the Employer Securities, held in the Trust, irregardless of if the shares are credited to Participants’ or Beneficiaries’ Accounts, shall be voted by the Responsible Fiduciary.

Proxy Voting. Unless instructed otherwise by the BoardPursuant to Board authority, the Investment Manager Adviser has the delegated authority to determine how proxies with respect to securities that are held by each Fund shall be voted, and the Adviser may delegate the authority and responsibility to vote proxies for the Fund’s securities to the Subadviser. So long as proxy voting authority for the Fund has been delegated to the Subadviser, the Subadviser shall exercise the Subadviser’s proxy voting responsibilities. The Subadviser shall carry out said responsibility in accordance with any guidance that the Board or the Adviser shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and the Subadviser’s fiduciary responsibility responsibilities to the Trust. The Subadviser shall provide quarterly reports and keep those records relating to proxy voting as the Board reasonably may request or as may be necessary for voting all proxies, if any, which are solicited in connection the Fund to comply with the Sub-Account1940 Act and other applicable law. Subject Any said delegation of proxy voting responsibility to the Investment ManagerSubadviser may be revoked or modified by the Board or the Adviser at any time. The Adviser shall provide such assistance to the Subadviser with respect to the voting of proxies for the Fund as the Subadviser from time to time reasonably may request, and the Adviser promptly shall forward to the Subadviser any information or documents necessary for the Subadviser to exercise the Subadviser’s oversight, the Investment Manager proxy voting responsibilities. The Subadviser is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee Fund’s custodian and/or broker(s) promptly to forward to the Investment Manager Subadviser or designated service provider copies of all proxies and shareholder communications received relating to securities held in the portfolio of the Fund (other than materials relating to legal proceedings against the Fund). The Subadviser also may instruct the Fund’s custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Subadviser has the authority to engage a service provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund’s custodian and/or broker(s) to provide any assistance requested by the Custodian or Designee including proxy statements and proxy ballots duly executed by Subadviser in facilitating the Custodian or Designeeuse of a service provider. In no event shall the Subadviser have any responsibility to vote proxies that are not received on a timely basis. The Investment Manager agrees to provide Trust acknowledges that the Board Subadviser, consistent with an annual statement of the Investment ManagerSubadviser’s written proxy voting policies and procedures, may refrain from voting a summary proxy if, in the Subadviser’s discretion, refraining from voting would be in the best interests of how the Fund and the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxies, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateshareholders.

Proxy Voting. Unless instructed otherwise Pursuant to Board authority, the Adviser has the authority to determine how proxies, with respect to securities that are held by the BoardFunds, shall be voted, and the Investment Manager shall exercise Adviser has determined to delegate the fiduciary authority and responsibility to vote proxies for voting all proxies, if any, which are solicited in connection with each Fund's securities to the Sub-Account. Subject Adviser, subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping applicable written policies of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this AgreementTrust, as applicable. If So long as proxy voting authority for the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect Funds has been delegated to the Sub-AccountAdviser, but the Sub-Adviser shall provide such assistance to the Adviser with respect to the voting of proxies for the Funds as the Adviser may from time to time reasonably request, and the Sub-Adviser shall promptly forward to the Adviser any information or documents necessary for the Adviser to exercise its proxy voting responsibilities. The Sub-Adviser has adopted and implemented, and will maintain, written policies and procedures that it is not authorized believes are reasonably designed to or responsible for initiating or responding ensure that it votes each Fund's securities in the best interests of that Fund, including procedures to any legal proceedings on behalf address material conflicts that may arise between the interests of the Sub-AccountAdviser and those of the Fund. The Sub-Adviser shall carry out such responsibility in accordance with any written instructions that the Board or the Adviser shall provide from time to time and shall provide such reports and keep such records relating to proxy voting as the Board may reasonably request or as may be necessary for the Funds to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Sub-Adviser may be revoked or modified in writing by the Board or the Adviser at any time. The Sub-Adviser shall not be responsible for advising or acting for the Adviser in legal proceedings, including, including but not limited toto class actions, filing settlements and related proofs of claim, or responding bankruptcies, involving securities purchased or held by the Fund. Should the Sub-Adviser receive notices or related materials for the Fund involving securities purchased by the Sub-Adviser for the Fund, the Sub-Adviser shall use commercially reasonable efforts to any class action claims related transmit copies of such notices to a holding in the accountAdviser's current custodian for the Fund. The Investment Manager Sub-Adviser shall instruct the Custodian not incur any liability for any delay or Designee failure to forward timely provide such notices or related materials to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s proxy voting policies and a summary of how Adviser's current custodian for the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxies, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record date.

Proxy Voting. Unless instructed otherwise by the Board, the Investment Manager The Subadviser shall exercise the fiduciary responsibility for vote or abstain from voting all proxies, if any, which are proxies solicited by or with respect to the issuers of any voting securities in connection the Subadviser Assets in accordance with the Sub-Accountits proxy voting policies and procedures as in effect from time to time. Subject to the Investment Manager’s oversightapplicable SEC guidance, the Investment Manager is authorized Subadviser may use recommendations from a third party in order to delegate make voting decisions and may use a third party service provider to perform the research, voting and record keeping of proxies (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to a third-party designee (“Designee”) provided be forwarded to the Subadviser or Third Party Proxy Voting Service Provider all proxy solicitation materials that the Designee acknowledges 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 writing its fiduciary status 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 Fund 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 abides by completeness of such proxy voting records. For the applicable terms avoidance of this Agreement. If the Board so authorizesdoubt, the Investment Manager shall also 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 all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings class action filings on behalf of the Sub-Account, including, but not limited to, filing or responding to Fund. The Subadviser shall promptly provide the Adviser with any information it receives regarding class action claims related to a holding or any other legal matters involving any asset held in the account. The Investment Manager Subadviser Assets and shall instruct cooperate with the Custodian or Designee to forward Adviser to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s proxy voting policies and a summary of how the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxies, the meeting date extent necessary for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager and the Custodian Adviser to pursue or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateparticipate in any such action.

Proxy Voting. Unless instructed otherwise by The parties hereby agree that the BoardSub-Adviser shall not be responsible for proxy voting; however, at the request of the Adviser, the Investment Manager Sub-Adviser shall exercise the fiduciary assume responsibility for voting proxies and making all proxies, if any, which are solicited other voting and consent determinations with respect to the issuers of securities and other instruments held in connection the Allocated Portion in (i) a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion) and (ii) accordance with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment ManagerAdviser’s proxy voting policies and procedures (a summary copy of how which has been provided to the Adviser). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s proxies were castcustodian, the Administrator or another party. It is acknowledged and agreed that the Sub-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 Allocated Portion. The summary Sub-Adviser shall include provide disclosure regarding its proxy voting policies and procedures in accordance with the following information: requirements of Form N-1A for inclusion in the company Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Fund had Sub-Adviser has voted proxies for the right to cast proxiesFund, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, Sub-Adviser shall certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Pursuant to Board authority, the Adviser has the authority to determine how proxies with respect to investment instruments that are held by the Funds shall be voted, and the Adviser may delegate the authority and responsibility to vote proxies for each Fund's investment instruments to the Sub-Adviser. So long as proxy voting authority for each Fund has been delegated to the Sub-Adviser, the Adviser shall provide such assistance to the Sub-Adviser with respect to the voting of proxies for the Fund as the Sub-Adviser may from time to time reasonably request, and the Adviser shall promptly forward to the Sub-Adviser any information or documents necessary for the Sub-Adviser to exercise its proxy voting responsibilities. The Sub-Adviser shall carry out such responsibility in accordance with any instructions that the Board or the Adviser shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Sub-Adviser shall provide the Adviser with a copy of its written proxy voting policies and procedures and as such may be amended from time to time. The Sub-Adviser shall provide to the Adviser and the Board periodic reports and keep such records relating to proxy voting as the Board may reasonably request or as may be necessary for the Funds to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Sub-Adviser may be revoked or modified by the Board or the Adviser at any time. Unless instructed and until otherwise directed by the Adviser or the Board, the Investment Manager Sub-Adviser shall exercise the fiduciary responsibility be responsible for voting of the Funds' proxies and exercising all proxies, if any, which are solicited other applicable rights of the Funds as security holders in connection with corporate actions or other transactions relating to the Funds' portfolio holdings. The Sub-Adviser is authorized to instruct the Funds' custodian and/or broker(s) to forward promptly to the Sub-Adviser or designated service providers copies of all proxies and shareholder communications relating to investment instruments held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Funds' custodian and/or broker(s) to provide reports of holdings in the portfolio of the Funds. The Sub-Adviser has the authority to engage a service provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Funds' custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub-Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Sub-Adviser, consistent with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s Adviser's written proxy voting policies and procedures, may refrain from voting a summary proxy if, in the Sub-Adviser's discretion, refraining from voting would be in the best interests of how a Fund and its shareholders. Unless the Sub-Adviser otherwise agrees in writing, the Sub-Adviser will not advise or take any action on behalf of a Fund in any contemplated or actual legal proceedings, including but not limited to bankruptcies, tax reclaims or class actions (including the filing of proofs of claim), and the Sub-Adviser will not be responsible for determining the Fund’s proxies were cast. The summary shall include 's eligibility to participate in any such proceeding with respect to any securities or other instruments held or formerly held in the following information: the company Fund, or for taking any action in which the Fund had the right to cast proxies, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directorsconnection with such proceeding, and how the Fund’s proxies were cast. The Investment Manager and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateTrust expressly reserves this authority for itself.

Proxy Voting. Unless instructed otherwise The Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the economic interests of each Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Allocated Assets. The Adviser shall cause to be forwarded to Sub-Adviser or its designee all proxy solicitation materials that Adviser receives. Sub-Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the Advisers Act. The Sub-Adviser further agrees that it will provide the Board, as the Investment Manager 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 acceptable to the Board. Upon reasonable request, Sub-Adviser shall exercise provide the fiduciary responsibility for Adviser with all proxy voting all proxiesrecords relating to the Allocated Assets, if anyincluding but not limited to those required by Form N-PX. Sub-Adviser will also provide an annual certification, which are solicited in connection with a form reasonably acceptable to Adviser, attesting, to the best of the Sub-Account. Subject Adviser’s knowledge, to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, accuracy and completeness of such proxy voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreementrecords. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the The Sub-Account, but it is Adviser will not authorized to file class action claim forms for or responsible for initiating or responding to any legal proceedings on behalf of the Trust or any Fund or otherwise exercise any rights the Adviser or the Trust or any Fund may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s proxy voting policies and a summary of how the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxiesAdviser, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager Adviser and the Custodian or Designee shall reconcile Trust mutually agree in writing that the proxies solicited with the Fund’s holdings as of the record dateSub-Adviser may take such actions.

Proxy Voting. Unless instructed otherwise The Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the Board, issuers of securities in the Investment Allocated Assets. The Manager shall exercise the fiduciary responsibility for cause to be forwarded to Adviser all proxy solicitation materials that Manager receives. Adviser agrees that it has adopted written proxy voting all proxies, if any, which are solicited in connection procedures that comply with the Sub-Accountrequirements of the 1940 Act and the Advisers Act. Subject The Adviser shall have discretion to delegate such voting authority, subject to the Investment ManagerAdviser’s oversight, the Investment guidance. The Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided hereby agrees that the Designee acknowledges Adviser will not be responsible or liable for failure to exercise such proxy voting discretion, and shall not incur any liability as a result of the Adviser or such proxy voting service not receiving such proxies or related shareholder communications from the Manager or the Custodian on a timely basis. The Adviser 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 writing its fiduciary status a format that shall comply with the 1940 Act. Upon reasonable request, Adviser shall provide the Manager with all proxy voting records relating to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizesAllocated Assets, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, including but not limited toto those required by Form N-PX. Adviser will also provide an annual certification, filing or responding in a form reasonably acceptable to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward Manager, attesting to the Investment Manager all communications received by the Custodian or Designee including proxy statements accuracy and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement completeness of the Investment Manager’s such proxy voting policies and a summary of how the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxies, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record daterecords.

Proxy Voting. Unless instructed otherwise by The parties hereby agree that the Board, the Investment Manager Sub-Adviser shall exercise the fiduciary assume responsibility for voting proxies and making all proxies, if any, which are solicited other voting and consent determinations with respect to the issuers of securities and other instruments held in connection the Allocated Portion in accordance with the Sub-Account. Subject to the Investment ManagerAdviser’s oversight, the Investment Manager is authorized to delegate the research, then-existing proxy voting policies and record keeping procedures (a copy of proxies to a third-party designee (“Designee”) which has been provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-AccountAdviser to the Adviser); provided that, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf as of the date hereof, the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment ManagerAdviser’s proxy voting policies and procedures for the Allocated Portion are not, to the knowledge of the Sub-Adviser, inconsistent with the proxy voting policies and procedures adopted by the Fund and provided to the Sub-Adviser. The Sub-Adviser shall, upon request, provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. The Sub-Adviser may use recommendations from a summary of how third-party in order to make voting decisions and may use a third-party service provider to execute the voting. The Adviser shall be responsible for giving the Sub-Adviser access to the Fund’s proxy voting portal. To the extent that the Sub-Adviser votes proxies were castfor the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. The summary shall include the following information: the company During any annual period in which the Fund had Sub-Adviser has voted proxies for the right to cast proxiesFund, the meeting date for Sub-Adviser shall, as may reasonably be requested by the voteAdviser, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise At the written request of the Adviser, the Sub-Adviser shall be responsible for voting proxies and making all other voting and consent determinations with respect to the issuers of securities and other instruments held in the Allocated Portion in (i) a manner deemed by the Board, Sub-Adviser to be in the Investment Manager shall exercise best interests of the fiduciary responsibility for voting all proxies, if any, which are solicited in connection Fund (as it relates to the Allocated Portion) and (ii) accordance with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment ManagerAdviser’s proxy voting policies and procedures (a summary copy of how which has been provided to the Adviser). The Adviser shall provide the Sub-Adviser written notice reasonably in advance of any request that the Sub-Adviser vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s custodian, the Administrator or another party. It is acknowledged and agreed that the Sub-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 Allocated Portion. Promptly upon the written request of the Adviser, the Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies were castfor the Fund pursuant to a written request, as contemplated in this Section 2(f), the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. The summary shall include the following information: the company During any annual period in which the Fund had Sub-Adviser has voted proxies for the right to cast proxiesFund, the meeting date for Sub-Adviser shall, as may reasonably be requested by the voteAdviser, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise by The parties hereby agree that the BoardSub-Adviser shall not be responsible for proxy voting; however, at the reasonable request of the Adviser, the Investment Manager Sub-Adviser shall exercise the fiduciary assume responsibility for voting proxies and making all proxies, if any, which are solicited other voting and consent determinations with respect to the issuers of securities and other instruments held in connection the Allocated Portion in (i) a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion) and (ii) accordance with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment ManagerAdviser’s proxy voting policies and procedures (a summary copy of how which has been provided to the Adviser), provided that the Sub-Adviser’s proxy voting are not inconsistent with the proxy voting policies adopted by the Fund and provided to the Sub-Adviser from time to time. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s proxies were castcustodian, the Administrator or another party. It is acknowledged and agreed that the Sub-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 Allocated Portion. The summary Sub-Adviser shall include provide disclosure regarding its proxy voting policies and procedures in accordance with the following information: requirements of Form N- 1A for inclusion in the company Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Fund had Sub-Adviser has voted proxies for the right to cast proxiesFund, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, Sub-Adviser shall certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise Pursuant to Board authority, the Adviser has the delegated authority to determine how proxies with respect to securities that are held by the BoardFund shall be voted, and the Adviser may delegate the authority and responsibility to vote proxies for the Fund’s securities to the Sub-Adviser. So long as proxy voting authority for the Fund has been delegated to the Sub-Adviser, the Investment Manager Sub-Adviser shall exercise the Sub-Adviser’s proxy voting responsibilities. The Sub-Adviser shall carry out said responsibility in accordance with any instructions that the Board or the Adviser shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and the Sub-Adviser’s fiduciary responsibilities to the Trust. The Sub-Adviser shall provide periodic reports and keep those records relating to proxy voting as the Board reasonably may request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any said delegation of proxy voting responsibility to the Sub-Adviser may be revoked or modified by the Board or the Adviser at any time. The Adviser shall provide such assistance to the Sub-Adviser with respect to the voting of proxies for the Fund as the Sub-Adviser from time to time reasonably may request, and the Adviser promptly shall forward to the Sub-Adviser any information or documents necessary for the Sub-Adviser to exercise the Sub-Adviser’s proxy voting responsibilities. The Sub-Adviser is authorized to instruct the Fund’s custodian and/or broker(s) promptly to forward to the Sub-Adviser or designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of the Fund (other than materials relating to legal proceedings against the Fund). The Sub-Adviser also may instruct the Fund’s custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser has the authority to engage a service provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund’s custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub-Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Sub-Adviser, if any, which are solicited in connection consistent with the Sub-Account. Subject to the Investment ManagerAdviser’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s written proxy voting policies and procedures, may refrain from voting a summary proxy if, in the Sub-Adviser’s discretion, refraining from voting would be in the best interests of how the Fund and the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxies, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateshareholders.

Proxy Voting. Unless instructed otherwise by The Sub-Adviser shall not be responsible for proxy voting; however, at the Boardrequest of the Adviser upon commercially reasonable prior written notice to the Sub-Adviser, the Investment Manager Sub-Adviser shall exercise the fiduciary assume responsibility for voting proxies and making all proxies, if any, which are solicited other voting and consent determinations with respect to the issuers of securities and other instruments held in connection the Allocated Portion in (i) a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion) and (ii) accordance with the Sub-Account. Subject Adviser’s then-existing proxy voting policies and procedures (a copy of which will be provided by the Sub-Adviser to the Investment ManagerAdviser). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Allocated Portion in accordance with the Sub-Adviser’s oversightproxy voting policies and procedures (it being understood that a single notice may state a continuing obligation) and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies or to a third-party designee service provider designated by the Sub-Adviser, in a timely fashion by the Fund’s custodian (the “DesigneeCustodian”) provided ), the Administrator or another party. In addition, to the extent the Sub-Adviser is requested by the Adviser to vote proxies in respect of the Allocated Portion, the Sub-Adviser shall be permitted to retain, subject to the Sub-Adviser’s ultimate responsibility and oversight, a third party service provider to assume primary responsibility for the coordination and execution of proxy votes, where applicable. It is acknowledged and agreed that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager Sub-Adviser shall also not be responsible for making all elections the filing of claims (or otherwise causing the Fund to participate) in connection class action settlements or similar proceedings for which it is provided notice and in which shareholders may participate related to securities currently or previously associated with any mergersthe Allocated Portion. Upon reasonable request, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager Adviser shall instruct the Custodian or Designee to forward provide disclosure to the Investment Manager all communications received by the Custodian Adviser or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s regarding its proxy voting policies and a summary procedures in accordance with the requirements of how Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies (or causes proxies to be voted) for the Fund’s , the Sub-Adviser shall report (or shall cause to be reported) to the Adviser in a timely manner a record of all proxies were castvoted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. The summary shall include the following information: the company During any annual period in which the Fund had the right to cast Sub-Adviser has voted proxies, the meeting date or caused proxies to be voted, for the voteFund, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, Sub-Adviser shall certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise If proxy voting applies to the Subadviser Assets, the Subadviser will comply with the provisions in this section as follows. 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 solicited by or with respect to the issuers of any voting securities in the Subadviser Assets. Subject to 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, as applicable, 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 Investment Manager shall exercise Adviser or the fiduciary responsibility for Administrator with all proxy voting all proxies, if any, which are solicited in connection with the Sub-Account. Subject records relating to the Investment Manager’s oversightSubadviser Assets, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, including but not limited to, filing or responding to any class action claims related to a holding in the accountthose required by Form N-PX. The Investment Manager shall instruct the Custodian or Designee Subadviser will also provide an annual certification, in a form reasonably acceptable to forward Adviser, attesting to the Investment Manager all communications received by the Custodian or Designee including proxy statements accuracy and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement completeness of the Investment Manager’s such proxy voting policies and a summary records. For the avoidance of how the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxiesdoubt, the meeting date for Subadviser has sole and full discretion to vote (or not to vote) any securities constituting the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager Subadviser Assets and the Custodian Adviser will not, directly or Designee shall reconcile indirectly, attempt to influence the proxies solicited with the FundSubadviser’s holdings as of the record datevoting decisions.

Proxy Voting. Unless instructed otherwise Pursuant to Board authority, the Adviser has the authority to determine how proxies with respect to securities that are held by the BoardFund shall be voted, and the Adviser may delegate the authority and responsibility to vote proxies for the Fund's securities to the Sub-Adviser. So long as proxy voting authority for the Fund has been delegated to the Sub-Adviser, the Investment Manager Adviser shall provide such assistance to the Sub-Adviser with respect to the voting of proxies for the Fund as the Sub-Adviser may from time to time reasonably request, and the Adviser shall promptly forward to the Sub-Adviser any information or documents necessary for the Sub-Adviser to exercise its proxy voting responsibilities. The Sub-Adviser shall carry out such responsibility at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust, in accordance with written policies and procedures adopted by the Sub-Adviser, subject to the ultimate authority of the Board or the Adviser to direct the Sub-Adviser with respect to voting a particular way on a particular proxy. Upon request, the Sub-Adviser shall provide the Adviser with a copy of its written proxy voting policies and procedures and as such may be amended from time to time. The Sub-Adviser shall provide periodic reports and keep such records relating to proxy voting as the Adviser and the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Sub-Adviser may be revoked or modified by the Board or the Adviser at any time. Unless and until otherwise directed by the Adviser or the Board the Sub-Adviser shall be responsible for voting the Fund's proxies and exercising all proxies, if any, which are solicited other applicable rights of the Fund as a security holder in connection with corporate actions or other transactions relating to the Fund's portfolio holdings. The Sub-Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Sub-Adviser or designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser has the authority to engage a service provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub-Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Sub-Adviser, consistent with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s Adviser's written proxy voting policies and procedures, may refrain from voting a summary proxy if, in the Sub-Adviser's discretion, refraining from voting would be in the best interests of how the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxies, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateits shareholders.

Proxy Voting. Unless instructed otherwise Pursuant to Board authority, the Adviser has the authority to determine how proxies with respect to securities that are held by the BoardFund shall be voted, and the Adviser has initially determined to delegate the authority and responsibility to vote proxies for the Fund’s securities to the Sub-Adviser. So long as proxy voting authority for the Fund has been delegated to the Sub-Adviser, the Investment Manager Adviser shall provide such assistance to the Sub-Adviser with respect to the voting of proxies for the Fund as the Sub-Adviser may from time to time reasonably request, and the Adviser shall promptly forward to the Sub- Adviser any information or documents necessary for the Sub-Adviser to exercise its proxy voting responsibilities. The Sub-Adviser shall carry out such responsibility in accordance with any instructions that the Board or the Adviser shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Sub-Adviser shall provide periodic reports and keep such records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility for to the Sub-Adviser may be revoked or modified by the Board or the Adviser at any time. The Sub-Adviser is authorized to instruct the Fund’s custodian and/or broker(s) to forward promptly to the Sub-Adviser or designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund’s custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser has the authority to engage a service provider to assist with administrative functions related to voting all Fund proxies. The Trust shall direct the Fund’s custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub- Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Sub-Adviser, if any, which are solicited in connection consistent with the Sub-Account. Subject to the Investment ManagerAdviser’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s written proxy voting policies and procedures, may refrain from voting a summary proxy if, in the Sub- Adviser’s discretion, refraining from voting would be in the best interests of how the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxies, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateits shareholders.

Proxy Voting. Unless instructed otherwise by The parties hereby agree that the BoardSub-Adviser shall not be responsible for proxy voting in respect of the issuers of securities and other instruments held in the Allocated Portion. Notwithstanding the foregoing, at the reasonable request of the Adviser, the Investment Manager Sub-Adviser shall exercise the fiduciary assume responsibility for voting proxies and making all proxies, if any, which are solicited other voting and consent determinations with respect to the issuers of securities and other instruments held in connection the Allocated Portion in (i) a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion) and (ii) accordance with the Sub-Account. Subject to the Investment ManagerAdviser’s oversight, the Investment Manager is authorized to delegate the research, then-existing proxy voting policies and record keeping procedures (a copy of proxies to a third-party designee (“Designee”) which will be provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized Adviser to or responsible for initiating or responding the Adviser). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to any legal proceedings vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-AccountAdviser in a timely fashion by the Fund’s custodian, including, but the Administrator or another party. It is acknowledged and agreed that the Sub-Adviser shall not limited to, be responsible for the filing of claims (or responding otherwise causing the Fund to any participate) in class action claims settlements or similar proceedings in which shareholders may participate related to a holding in securities currently or previously associated with the accountAllocated Portion. The Investment Manager Sub-Adviser shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s disclosure regarding its proxy voting policies and a summary procedures in accordance with the requirements of how Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund’s , the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies were castvoted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. The summary shall include the following information: the company During any annual period in which the Fund had Sub-Adviser has voted proxies for the right to cast proxiesFund, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, Sub-Adviser shall confirm as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise by the BoardPursuant to Board authority, the Investment Manager Adviser has the delegated authority to determine how proxies with respect to securities that are held by a Fund shall be voted, and the Adviser may delegate the authority and responsibility to vote proxies for the Fund’s securities to the Sub-Adviser. So long as proxy voting authority for a Fund has been delegated to the Sub-Adviser, the Sub-Adviser shall exercise the Sub-Adviser’s proxy voting responsibilities. The Sub-Adviser shall carry out said responsibility in accordance with any instructions that the Board or the Adviser shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and the Sub-Adviser’s fiduciary responsibilities to the Trust. The Sub-Adviser shall provide periodic reports and keep those records relating to proxy voting as the Board reasonably may request or as may be necessary for the Funds to comply with the 1940 Act and other applicable law. Any said delegation of proxy voting responsibility to the Sub-Adviser may be revoked or modified by the Board or the Adviser at any time. The Adviser shall provide such assistance to the Sub-Adviser with respect to the voting of proxies for the Funds as the Sub-Adviser from time to time reasonably may request, and the Adviser promptly shall forward to the Sub-Adviser any information or documents necessary for the Sub-Adviser to exercise the Sub-Adviser’s proxy voting responsibilities. The Sub-Adviser is authorized to instruct the Funds’ custodian and/or broker(s) promptly to forward to the Sub-Adviser or designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of the Funds (other than materials relating to legal proceedings against a Fund). The Sub-Adviser also may instruct the Funds’ custodian and/or broker(s) to provide reports of holdings in the portfolio of the Funds. The Sub-Adviser has the authority to engage a service provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Funds’ custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub-Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Sub-Adviser, if any, which are solicited in connection consistent with the Sub-Account. Subject to the Investment ManagerAdviser’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s written proxy voting policies and procedures, may refrain from voting a summary of how proxy if, in the FundSub-Adviser’s proxies were cast. The summary shall include discretion, refraining from voting would be in the following information: the company in which the Fund had the right to cast proxies, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) best interests of the board of directors, and how the Fund’s proxies were cast. The Investment Manager Funds and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateFunds’ shareholders.

Proxy Voting. Unless instructed otherwise by The Adviser hereby authorizes the Board, Sub-Adviser to use its good faith judgment in a manner which it reasonably believes best serves the Investment Manager shall exercise the fiduciary responsibility for economic interests of each Fund’s shareholders to vote or abstain from voting all proxies, if any, which are proxies solicited by or with respect to the issuers of securities in connection the Allocated Assets in accordance with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment ManagerAdviser’s proxy voting policies and procedures as in effect from time to time. The Adviser shall cause to be forwarded to the Sub-Adviser or its designee all proxy solicitation materials that the Adviser receives. The Sub- Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the Advisers Act. The Sub-Adviser further agrees that it will provide the Board, as the Board may reasonably request, with a summary written report of how the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format reasonably acceptable to the Board. Upon reasonable request, the Sub-Adviser shall provide the Adviser with all proxy voting records relating to the Allocated Assets, including but not limited to those required by Form N- PX. The Sub-Adviser will also provide an annual certification, in a form mutually agreeable to the Adviser and the Sub-Adviser, attesting, to the best of the Sub-Adviser’s knowledge, to the accuracy and completeness of such proxy voting records. The Adviser, on behalf of the Fund’s proxies were cast. The summary , shall include the following information: the company in which the Fund had the right to cast proxies, the meeting date be responsible for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record datemaking any required Form N-PX filings.

Proxy Voting. Unless instructed otherwise by The parties hereby agree that the Board, the Investment Manager Sub-Adviser shall exercise the fiduciary assume responsibility for voting proxies and making all proxies, if any, which are solicited other voting and consent determinations with respect to the issuers of securities and other instruments held in connection the Allocated Portion in accordance with the Sub-Account. Subject Adviser’s then-existing proxy voting policies and procedures (a copy of which has been provided by the Sub-Adviser to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) Adviser); provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment ManagerAdviser’s proxy voting policies and procedures for the Allocated Portion are not inconsistent with the proxy voting policies and procedures adopted by the Fund and provided to the Sub-Adviser from time to time. Sub-Adviser will be provided access to materials relating to such proxies in a summary of how timely fashion by the Fund’s proxies were castproxy agent. The summary Sub-Adviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to execute the voting. The Sub-Adviser shall include provide disclosure regarding its proxy voting policies and procedures in accordance with the following information: requirements of Form N-1A for inclusion in the company Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Fund had Sub-Adviser has voted proxies for the right to cast proxiesFund, the meeting date for Sub-Adviser shall, as may reasonably be requested by the voteAdviser, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise Pursuant to Board authority, the Adviser has the authority to determine how proxies with respect to securities that are held by the BoardFund shall be voted, and the Adviser may delegate the authority and responsibility to vote proxies for the Fund's securities to the Sub-Adviser. So long as proxy voting authority for the Fund has been delegated to the Sub-Adviser, the Investment Manager Adviser shall provide such assistance to the Sub-Adviser with respect to the voting of proxies for the Fund as the Sub-Adviser may from time to time reasonably request, and the Adviser shall promptly forward to the Sub-Adviser any information or documents necessary for the Sub-Adviser to exercise its proxy voting responsibilities. The Sub-Adviser shall carry out such responsibility in accordance with any instructions that the Board or the Adviser shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act or any successor rule and its fiduciary responsibilities to the Trust. The Sub-Adviser shall provide periodic reports and keep such records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility for to the Sub-Adviser may be revoked or modified by the Board or the Adviser at any time. The Sub-Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Sub-Adviser, or the Fund's designated service provider, copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser has the authority to engage a service provider on behalf of the Fund and at the Fund's expense to assist with administrative functions related to voting all Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub-Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Sub-Adviser, if any, which are solicited in connection consistent with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s Adviser's written proxy voting policies and procedures, may refrain from voting a summary proxy if, in the Sub-Adviser's discretion, refraining from voting would be in the best interests of how the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxies, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateits shareholders.

Proxy Voting. Unless instructed otherwise The Sub-Adviser shall not be responsible for proxy voting; however, at the request of the Adviser upon commercially reasonable prior written notice to the Sub-Adviser, the Sub-Adviser shall be responsible for voting proxies and making all other voting and consent determinations with respect to the issuers of securities and other instruments held in the Allocated Portion in (i) a manner deemed by the Board, Sub-Adviser to be in the Investment Manager shall exercise best interests of the fiduciary responsibility for voting all proxies, if any, which are solicited in connection Fund (as it relates to the Allocated Portion) and (ii) accordance with the Sub-Account. Subject Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Investment ManagerAdviser). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser vote proxies on behalf of the Allocated Portion in accordance with the Sub-Adviser’s oversightproxy voting policies and procedures (it being understood that a single notice may state a continuing obligation) and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies or to a third-party designee service provider designated by the Sub-Adviser, in a timely fashion by the Fund’s custodian (the “DesigneeCustodian”) provided that ), the Designee acknowledges in writing its fiduciary status Administrator or another party. In addition, to the Fund and abides extent the Sub-Adviser is requested by the applicable terms Adviser to vote proxies in respect of this Agreement. If the Board so authorizesAllocated Portion, the Investment Manager Sub-Adviser shall also be permitted to retain, subject to the Sub-Adviser’s ultimate responsibility and oversight, a third party service provider to assume primary responsibility for the coordination and execution of proxy votes, where applicable. The Sub-Adviser shall be responsible for making all elections the filing of claims (or otherwise causing the Fund to participate) in connection class action settlements or similar proceedings for which it is provided notice and in which shareholders may participate related to securities currently or previously associated with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Allocated Portion. The Sub-Account, but it is not authorized to or responsible for initiating or responding to Adviser shall promptly provide copies of any legal proceedings such filings made on behalf of the Fund and respond to inquiries by the Adviser or the Board regarding such filings. Upon reasonable request, the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager Adviser shall instruct the Custodian or Designee to forward provide disclosure to the Investment Manager all communications received by the Custodian Adviser or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s regarding its proxy voting policies and a summary procedures in accordance with the requirements of how Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies (or causes proxies to be voted) for the Fund’s , the Sub-Adviser shall report (or shall cause to be reported) to the Adviser in a timely manner a record of all proxies were castvoted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. The summary shall include the following information: the company During any annual period in which the Fund had the right to cast Sub-Adviser has voted proxies, the meeting date or caused proxies to be voted, for the voteFund, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, Sub-Adviser shall certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise At the request of the Adviser, the Sub-Adviser shall be responsible for voting proxies and making all other voting and consent determinations with respect to the issuers of securities and other instruments held in the Allocated Portion in (i) a manner deemed by the Board, Sub-Adviser to be in the Investment Manager shall exercise best interests of the fiduciary responsibility for voting all proxies, if any, which are solicited in connection Fund (as it relates to the Allocated Portion) and (ii) accordance with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment ManagerAdviser’s proxy voting policies and procedures (a summary copy of how which has been provided to the Adviser). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s proxies were castcustodian, the Administrator or another party. In addition, at the request of the Adviser, the Sub-Adviser shall 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 Allocated Portion. The summary Sub-Adviser shall include promptly provide copies of any such filings made on behalf of the following information: Fund and respond to inquires by the company Adviser or the Board regarding such filings. The Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Fund had Sub-Adviser has voted proxies for the right to cast proxiesFund, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, Sub-Adviser shall certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise The Board has the authority to determine how proxies with respect to securities that are held by each Fund shall be voted, and the Board initially has determined to delegate the authority and responsibility to vote proxies for the Funds’ securities to the Adviser. The Adviser shall carry out said responsibilities in accordance with any instructions that the Board shall provide from time to time, subject to the Adviser’s obligations under the Advisers Act and the Adviser’s fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep those records relating to proxy voting as the Board reasonably may request or as may be necessary for the Funds to comply with the 1940 Act and other applicable law. Any said delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board, the Investment Manager shall exercise the fiduciary responsibility for voting all proxies, if any, which are solicited in connection with the Sub-AccountBoard at any time. Subject to the Investment Manager’s oversight, the Investment Manager The Adviser is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee Funds’ custodian and/or broker(s) promptly to forward to the Investment Manager Adviser or designated service provider copies of all proxies and shareholder communications received relating to securities held in the portfolios of the Funds (other than materials relating to legal proceedings against the Funds). The Adviser also may instruct the Funds’ custodian and/or broker(s) to provide reports of holdings in the portfolios of the Funds. The Adviser has the authority to engage service providers to assist with voting of Fund proxies. The Trust shall direct the Funds’ custodian and/or broker(s) to provide any assistance requested by the Custodian or Designee including proxy statements and proxy ballots duly executed by Adviser in facilitating the Custodian or Designeeuse of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not received on a timely basis. The Investment Manager agrees to provide Trust acknowledges that the Board Adviser, consistent with an annual statement of the Investment ManagerAdviser’s written proxy voting policies and procedures, may refrain from voting a summary proxy if, in the Adviser’s discretion, refraining from voting would be in the best interests of how a Fund and the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxies, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateshareholders.

Proxy Voting. Unless instructed otherwise by The parties hereby agree that the Board, the Investment Manager Sub-Adviser shall exercise the fiduciary assume responsibility for voting proxies and making all proxies, if any, which are solicited other voting and consent determinations with respect to the issuers of securities and other instruments held in connection the Allocated Portion in accordance with the Sub-Account. Subject Adviser’s then-existing proxy voting policies and procedures (a copy of which has been provided by the Sub-Adviser to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) Adviser); provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment ManagerAdviser’s proxy voting policies and procedures for the Allocated Portion are not, to the knowledge of the Sub-Adviser, inconsistent with the proxy voting policies and procedures adopted by the Fund and provided to the Sub-Adviser from time to time. The Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. The Sub-Adviser may use recommendations from a summary of how third-party in order to make voting decisions and may use a third-party service provider to execute the voting. The Adviser shall ensure that the Sub-Adviser is provided access to materials relating to such proxies in a timely fashion by the Custodian, the Administrator or another party. To the extent that the Sub-Adviser votes proxies for the Fund’s , the Sub-Adviser shall, upon request, report to the Adviser in a timely manner a record of all proxies were castvoted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. The summary shall include the following information: the company During any annual period in which the Fund had Sub-Adviser has voted proxies for the right to cast proxiesFund, the meeting date for Sub-Adviser shall, as may reasonably be requested by the voteAdviser, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise by Sub-Adviser shall have the Board, the Investment Manager shall exercise the fiduciary sole authority and responsibility for voting all proxies, if any, which are solicited proxies on behalf of the securities held by the Fund in connection accordance with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment ManagerAdviser’s proxy voting policies and procedures that are provided by the Sub-Adviser and adopted by the Trust. Notwithstanding the foregoing, Sub-Adviser agrees it shall consult with Adviser, as may be reasonably requested, on proxy voting matters. Subject to applicable SEC rules and guidance, the Sub-Adviser may use recommendations from a summary 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 or the Adviser, as the case may be, shall cause to be forwarded to the Sub-Adviser or Third-Party Proxy Voting Service Provider all proxy solicitation materials the Fund may receive. The Sub-Adviser acknowledges and agrees it has adopted written proxy voting procedures that comply with the requirements of how the Advisers Act. The Sub-Adviser further agrees it shall provide Adviser, the Trust, or the Board, with all proxy voting records relating to the securities held by the Fund and with a written report of the proxies voted during the most recent twelve (12) month period or such other period as the Adviser or Trust may designate, in a format reasonably requested by the Adviser or Trust. Notwithstanding the foregoing, upon reasonable request Sub-Adviser shall provide the Adviser with all proxy voting records relating to the assets held by the Fund’s proxies were cast. The summary Sub-Adviser shall include the following information: the company also provide an annual certification, in which the Fund had the right form and substance reasonably acceptable to cast proxies, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager Adviser and the Custodian or Designee shall reconcile Trust, attesting to the proxies solicited with the Fund’s holdings as accuracy and completeness of the record datesuch proxy voting records.

Proxy Voting. Unless instructed otherwise The Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the economic interests of each Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Allocated Assets. The Adviser shall cause to be forwarded to the Sub-Adviser or its designee all proxy solicitation materials that the Adviser receives. The Sub-Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the Advisers Act. The Sub-Adviser further agrees that it will provide the Board, as the Investment Manager shall exercise Board may reasonably request, with a written report of the fiduciary responsibility for voting all proxiesproxies voted during the most recent 12-month period or such other period as the Board may designate, if anyin a format reasonably acceptable to the Board. Upon reasonable request, which are solicited in connection with the Sub-Account. Subject Adviser shall provide the Adviser with all proxy voting records relating to the Investment Manager’s oversightAllocated Assets, the Investment Manager is authorized including but not limited to delegate the researchthose required by Form N-PX. The Sub-Adviser will also provide an annual certification, voting and record keeping of proxies to in a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status form reasonably acceptable to the Fund and abides by Adviser, attesting, to the applicable terms best of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-AccountAdviser’s knowledge, but it is to the accuracy and completeness of such proxy voting records. The Sub-Adviser will not authorized to file class action claim forms for or responsible for initiating or responding to any legal proceedings on behalf of the Trust or any Fund or otherwise exercise any rights the Adviser or the Trust or any Fund may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Account, including, but not limited to, filing or responding to any class action claims related to a holding in the account. The Investment Manager shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s proxy voting policies and a summary of how the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxiesAdviser, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager Adviser and the Custodian or Designee shall reconcile Trust mutually agree in writing that the proxies solicited with the Fund’s holdings as of the record dateSub-Adviser may take such actions.

Proxy Voting. Unless instructed otherwise by The parties hereby agree that the BoardSub-Adviser shall not be responsible for proxy voting in respect of the issuers of securities and other instruments held in the Allocated Portion; however, at the request of the Adviser, the Investment Manager Sub-Adviser shall exercise the fiduciary assume responsibility for voting proxies and making all proxies, if any, which are solicited other voting and consent determinations with respect to the issuers of securities and other instruments held in connection the Allocated Portion in (i) a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion) and (ii) accordance with the Sub-Account. Subject Adviser’s then existing proxy voting policies and procedures (a copy of which has been provided to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this AgreementAdviser). If the Board so authorizes, the Investment Manager The Adviser shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect provide the Sub-Account, but it is not authorized Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to or responsible for initiating or responding to any legal proceedings vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-AccountAdviser in a timely fashion by the Fund’s custodian, including, but the Administrator or another party. It is acknowledged and agreed that the Sub-Adviser shall not limited to, be responsible for the filing of claims (or responding otherwise causing the Fund to any participate) in class action claims settlements or similar proceedings in which shareholders may participate related to a holding in securities currently or previously associated with the accountAllocated Portion. The Investment Manager Sub-Adviser shall instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s disclosure regarding its proxy voting policies and a summary procedures in accordance with the requirements of how Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund’s , the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies were castvoted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. The summary shall include the following information: the company During any annual period in which the Fund had Sub-Adviser has voted proxies for the right to cast proxiesFund, the meeting date for Sub-Adviser shall, as may reasonably be requested by the voteAdviser, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, certify as to its compliance with its proxy voting policies and how the Fund’s proxies were cast. The Investment Manager procedures and the Custodian or Designee shall reconcile the proxies solicited with the Fund’s holdings as of the record dateapplicable federal statutes and regulations.

Proxy Voting. Unless instructed otherwise by The Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the Board, interests of the Investment Manager shall exercise the fiduciary responsibility for Fund’s shareholders to vote or abstain from voting all proxies, if any, which are proxies solicited by or with respect to the issuers of any voting securities in connection with the Sub-AccountSubadviser Assets. Subject to the Investment ManagerSubadviser’s oversightSEC guidance, the Investment Manager is authorized Subadviser may use recommendations from a third party in order to delegate make voting decisions and may use a third party service provider to perform the research, voting and record keeping of proxies (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to a third-party designee (“Designee”) provided be forwarded to the Subadviser or Third Party Proxy Voting Service Provider all proxy solicitation materials that the Designee acknowledges 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 writing its fiduciary status 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 Fund and abides by the applicable terms of this Agreement. If the Board so authorizesSubadviser Assets, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Account, but it is not authorized to or responsible for initiating or responding to any legal proceedings on behalf of the Sub-Account, including, including but not limited to, filing or responding to any class action claims related to a holding in the accountthose required by Form N-PX. The Investment Manager shall instruct the Custodian or Designee Subadviser will also provide an annual certification, in a form reasonably acceptable to forward Adviser, attesting to the Investment Manager all communications received by the Custodian or Designee including proxy statements accuracy and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement completeness of the Investment Manager’s such proxy voting policies and a summary records. For the avoidance of how the Fund’s proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxiesdoubt, the meeting date for Subadviser has sole and full discretion to vote (or not to vote) any securities constituting the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the board of directors, and how the Fund’s proxies were cast. The Investment Manager Subadviser Assets and the Custodian Adviser will not, directly or Designee shall reconcile indirectly, attempt to influence the proxies solicited with the FundSubadviser’s holdings as of the record datevoting decisions.