Common use of Voting of Proxies Clause in Contracts

Voting of Proxies. Absent specific instructions to the contrary provided to it by the Fund and subject to its receipt of all necessary voting materials, the Subadviser will vote all proxies with respect to investments included in the Subadviser Assets in accordance with the Subadviser’s proxy voting policy as most recently provided to the Adviser and approved by the Trust. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments of the Subadviser Assets. For the avoidance of doubt, the Subadviser has sole and full discretion to vote (or not to vote) any securities and other investments of the Subadviser Assets, and the Adviser will not, directly or indirectly, attempt to influence the Subadviser’s voting decisions. The Adviser shall cause materials relating to such proxies to be forwarded to the Subadviser in a timely fashion by the Fund’s custodian, the administrator or another party and the Subadviser shall not be responsible for voting proxies if not provided with reasonable notice thereof. The Subadviser will promptly provide (i) updates to its proxy voting policies, if any, to the Adviser or any authorized representative of the Adviser, or to the Fund on a quarterly basis (or more frequently, if required by law), (ii) its voting records with respect to the Subadviser Assets to the Fund or the Fund’s proxy voting service, as the Fund may direct, so that the Fund is able to meet its annual disclosure requirement pursuant to Rule 30b1-4 under the 1940 Act, and (iii) reports to the Adviser and/or the Board of Trustees, as the Fund may direct, in instances where the Subadviser votes counter to its proxy voting policies. The Subadviser will not be responsible for class actions and lawsuits involving the Fund or securities, financial instruments or other assets held, or formerly held, in the Fund. The Subadviser is not required to take any action or to render any advice with respect to lawsuits involving the Fund, including those involving securities, financial instruments or other assets presently or formerly held in the Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by Subadviser involving issuers presently or formerly held in the Fund, Subadviser shall promptly forward such notices to the Adviser and the Fund.

Voting of Proxies. Absent specific instructions The Subadviser shall use its good faith judgment in a manner that it reasonably believes best serves the interests of each Fund’s shareholders to the contrary provided to it by the Fund and subject to its receipt of all necessary vote or abstain from voting materials, the Subadviser will vote all proxies solicited by or with respect to investments included the issuers of securities in the Subadviser Assets each Subadvised Portfolio, in accordance with the Subadviser’s proxy voting policy as most recently provided policies, which shall be provided, along with any amendments, to the Adviser and approved by the TrustCorporation. The Subadviser’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Adviser hereby delegates shall cause to be forwarded to the Subadviser. The Subadviser further agrees that it will provide the Adviser’s discretionary authority , as the Adviser may reasonably request, with a written report of the proxies voted on behalf of the Sub-Advised Portfolio during the most recent 12-month period or such other period as the Adviser may designate, in a format that shall comply with the 1940 Act. Upon reasonable request, the Subadviser shall provide the Adviser with all proxy voting records relating to exercise voting rights with respect each Subadvised Portfolio, including but not limited to those required by Form N-PX. Upon request of the Adviser, the Subadviser also will provide an annual certification, in a form reasonably acceptable to Adviser, attesting to the securities accuracy and other investments completeness of such proxy voting records. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser Assetsand such other entity will have the power to vote its pro rata share of such security in accordance with its respective proxy voting policies and procedures. For the avoidance of doubt, the Subadviser has sole shall have the power and full discretion to vote (authority but not the responsibility or not to vote) any securities and other investments obligation for filing proofs of the Subadviser Assetsclaim in bankruptcy or class action litigation, and but will provide the Adviser will not, directly or indirectly, attempt to influence the Subadviser’s voting decisions. The Adviser shall cause materials with any documentation relating to such proxies to litigation and claims as may be forwarded to the Subadviser in a timely fashion reasonably requested by the Fund’s custodian, the administrator or another party and the Subadviser shall not be responsible for voting proxies if not provided with reasonable notice thereof. The Subadviser will promptly provide (i) updates to its proxy voting policies, if any, to the Adviser or any authorized representative of the Adviser, or to the Fund on a quarterly basis (or more frequently, if required by law), (ii) its voting records with respect to the Subadviser Assets to the Fund or the Fund’s proxy voting service, as the Fund may direct, so that the Fund is able to meet its annual disclosure requirement pursuant to Rule 30b1-4 under the 1940 Act, and (iii) reports to the Adviser and/or the Board of Trustees, as the Fund may direct, in instances where the Subadviser votes counter to its proxy voting policies. The Subadviser will not be responsible for class actions and lawsuits involving the Fund or securities, financial instruments or other assets held, or formerly held, in the Fund. The Subadviser is not required to take any action or to render any advice with respect to lawsuits involving the Fund, including those involving securities, financial instruments or other assets presently or formerly held in the Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by Subadviser involving issuers presently or formerly held in the Fund, Subadviser shall promptly forward such notices to the Adviser and the Fund.

Voting of Proxies. Absent specific instructions to the contrary provided to it by the Fund and subject to its receipt of all necessary voting materials, the Subadviser will vote all proxies with respect to investments included in the Subadviser Assets in accordance with the Subadviser’s proxy voting policy as most recently provided to the Adviser and approved by the Trust. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets and authorizes the Subadviser to delegate further such discretionary authority to a designee identified in a notice given to the Trust and the Adviser. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Subadviser Assets. For Fund have invested the avoidance of doubtFund’s assets in the same security, the Subadviser has sole and full discretion such other entity will each have the power to vote (or not to vote) any securities and other investments its pro rata share of the Fund’s security. Subject to the receipt of all necessary voting materials, the Subadviser Assets, and shall vote or abstain from voting all proxies solicited by or with respect to the Adviser will not, directly or indirectly, attempt to influence issuers of securities in which assets of the Fund are invested in accordance with the Subadviser’s proxy voting decisions. The Adviser shall cause materials procedures, provided, however, that regulatory reporting of such voting activity is the responsibility of the Adviser, and any costs incurred relating to materials for such proxies to be forwarded to regulatory reporting are the Subadviser in a timely fashion by responsibility of the Adviser and/or the Fund’s custodian, the administrator or another party and the Subadviser shall not be responsible for voting proxies if not provided with reasonable notice thereof. The Subadviser will promptly provide (i) updates to its establish a written procedure for proxy voting policiesin compliance with current applicable rules and regulations, if any, to the Adviser or any authorized representative of the Adviser, or to the Fund on a quarterly basis (or more frequently, if required by law), (ii) its voting records with respect to the Subadviser Assets to the Fund or the Fund’s proxy voting service, as the Fund may direct, so that the Fund is able to meet its annual disclosure requirement pursuant including but not limited to Rule 30b1-4 under the 1940 Act, and (iii) reports to the Adviser and/or the Board of Trustees, as the Fund may direct, in instances where the Subadviser votes counter to its proxy voting policies. The Subadviser will not be responsible provide the Adviser or its designee, a copy of such procedure and establish a process for class actions and lawsuits involving the Fund or securities, financial instruments or other assets held, or formerly held, in timely distribution of the Fund. The Subadviser is not required to take any action or to render any advice Subadviser’s voting record with respect to lawsuits involving the Fund, including those involving securities, financial instruments or ’s securities and other assets presently or formerly held in information necessary for the Fund, or Fund to complete information required by Form N-1A under the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by Subadviser involving issuers presently or formerly held in the Fund, Subadviser shall promptly forward such notices to the Adviser 1940 Act and the FundSecurities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively.

Voting of Proxies. Absent specific instructions to the contrary provided to it by the Fund and subject to its receipt of all necessary voting materials, the Subadviser will vote all proxies with respect to investments included in the Subadviser Assets in accordance with the Subadviser’s proxy voting policy as most recently provided to the Adviser and approved by the Trust. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments of in the Subadviser Assets. For the avoidance of doubt, Assets and authorizes the Subadviser has sole and full discretion to vote delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (or not with respect to whose actions in connection with such voting the Subadviser shall be responsible to the same extent as if the Subadviser took such actions itself), shall have the power to vote) any , either in person or by proxy, all securities and other investments in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, October 2018 3 the Fund or the Trust or take any action with respect thereto. For purposes of clarification, it is understood that the Subadviser shall also have the right to elect, at its discretion, not to exercise voting rights with respect to securities and other investments in which the Subadviser Assets may be invested at any time, subject in all such instances to Subadviser’s fiduciary obligations and its having made a determination in good faith that not voting is in the best interests of the Subadviser Assets, and the Adviser will not, directly or indirectly, attempt to influence the Subadviser’s voting decisionsFund. The Adviser shall cause materials relating to such proxies to be forwarded to If both the Subadviser in a timely fashion by and another entity managing assets of the Fund have invested the Fund’s custodianassets in the same security, the administrator or another party Subadviser and such other entity will each have the Subadviser shall not be responsible for voting proxies if not provided with reasonable notice thereofpower to vote its pro rata share of the Fund’s security. The Subadviser will promptly provide (i) updates to its establish a written procedure for proxy voting policiesin compliance with current applicable rules and regulations, if any, to the Adviser or any authorized representative of the Adviser, or to the Fund on a quarterly basis (or more frequently, if required by law), (ii) its voting records with respect to the Subadviser Assets to the Fund or the Fund’s proxy voting service, as the Fund may direct, so that the Fund is able to meet its annual disclosure requirement pursuant including but not limited to Rule 30b1-4 under the 1940 Act, and (iii) reports to the Adviser and/or the Board of Trustees, as the Fund may direct, in instances where the Subadviser votes counter to its proxy voting policies. The Subadviser will not be responsible provide the Adviser or its designee, a copy of such procedure and establish a process for class actions and lawsuits involving the Fund or securities, financial instruments or other assets held, or formerly held, in timely distribution of the Fund. The Subadviser is not required to take any action or to render any advice Subadviser’s voting record with respect to lawsuits involving the FundSubadviser Assets and, including those involving securitiesupon request, financial instruments or other assets presently or formerly held in information necessary for the Fund, or Fund to complete information required by Form N-1A under the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by Subadviser involving issuers presently or formerly held in the Fund, Subadviser shall promptly forward such notices to the Adviser 1940 Act and the FundSecurities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively.

Voting of Proxies. Absent specific instructions to the contrary provided to it by the Fund and subject to its receipt of all necessary voting materials, the Subadviser will vote all proxies with respect to investments included in the Subadviser Assets in accordance with the Subadviser’s proxy voting policy as most recently provided to the Adviser and approved by the Trust. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser Assetsto delegate further such discretionary authority to a designee. For The Subadviser, including without limitation its designee (for which the avoidance Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of doubtthe Fund have invested the Fund’s assets in the same security, the Subadviser has sole and full discretion such other entity will each have the power to vote (or not to vote) any securities and other investments its pro rata share of the Subadviser Assets, and the Adviser will not, directly or indirectly, attempt to influence the Subadviser’s voting decisions. The Adviser shall cause materials relating to such proxies to be forwarded to the Subadviser in a timely fashion by the Fund’s custodian, the administrator or another party and the Subadviser shall not be responsible for voting proxies if not provided with reasonable notice thereofsecurity. The Subadviser will promptly provide (i) updates to its establish a written procedure for proxy voting policiesin compliance with current applicable rules and regulations, if any, to the Adviser or any authorized representative of the Adviser, or to the Fund on a quarterly basis (or more frequently, if required by law), (ii) its voting records with respect to the Subadviser Assets to the Fund or the Fund’s proxy voting service, as the Fund may direct, so that the Fund is able to meet its annual disclosure requirement pursuant including but not limited to Rule 30b1-4 under the 1940 Act, and (iii) reports to the Adviser and/or the Board of Trustees, as the Fund may direct, in instances where the Subadviser votes counter to its proxy voting policies. The Subadviser will not be responsible provide the Adviser or its designee, a copy of such procedure and will provide for class actions the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and lawsuits involving other information necessary for the Fund or securitiesto complete information required by federal statutes and regulations (including, financial instruments or other assets heldfor example, or formerly heldForm N-1A under the 1940 Act and Securities Act, in Form N-PX under the Fund1940 Act, and Form N-CSR under the 1940 Act and Sarxxxxx-Xxxxx Xxt of 2002, as amended, respectively). The Subadviser is not required shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to take the compliance of its proxy voting policies and procedures with applicable federal statutes and regulations. The Adviser reserves the right to exercise voting rights on any action or to render any advice with respect to lawsuits involving the Fund, including those involving securities, financial instruments or other assets presently or formerly held in the FundFund on an individual security or ongoing basis, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by Subadviser involving issuers presently or formerly held in the Fund, Subadviser shall promptly forward such notices to provided that the Adviser and provides the FundSubadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. Absent specific instructions to the contrary provided to it by the Fund and subject to its receipt of all necessary voting materials, the Subadviser will vote all proxies with respect to investments included in the Subadviser Assets in accordance with the Subadviser’s proxy voting policy as most recently provided to the Adviser and approved by the Trust. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser Assetsto delegate further such discretionary authority to a designee. For The Subadviser, including without limitation its designee (for which the avoidance Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of doubtthe Fund have invested the Fund’s assets in the same security, the Subadviser has sole and full discretion such other entity will each have the power to vote (or not to vote) any securities and other investments its pro rata share of the Fund’s security. Subadviser Assets, and the Adviser will not, directly shall have no responsibility or indirectly, attempt liability for failing to influence the Subadviser’s voting decisions. The Adviser shall cause materials relating to such vote any proxies to be forwarded to the Subadviser which it has not received in a timely fashion by the Fund’s custodian, the administrator or another party and the Subadviser shall not be responsible for voting proxies if not provided with reasonable notice thereofmanner. The Subadviser will promptly provide (i) updates to its establish a written procedure for proxy voting policiesin compliance with current applicable rules and regulations, if any, to the Adviser or any authorized representative of the Adviser, or to the Fund on a quarterly basis (or more frequently, if required by law), (ii) its voting records with respect to the Subadviser Assets to the Fund or the Fund’s proxy voting service, as the Fund may direct, so that the Fund is able to meet its annual disclosure requirement pursuant including but not limited to Rule 30b1-4 under the 1940 Act. Upon the Adviser’s request, The Subadviser will provide the Adviser or its designee, a copy of such procedure and will provide for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by federal statutes and regulations (including, for example, Form N-1A under the 1940 Act and Securities Act, Form N-PX under the 1940 Act, and (iii) reports Form N-CSR under the 1940 Act and Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the Adviser and/or the Board compliance of Trustees, as the Fund may direct, in instances where the Subadviser votes counter to its proxy voting policiespolicies and procedures with applicable federal statutes and regulations. The Subadviser will not be responsible for class actions and lawsuits involving Adviser reserves the Fund or securities, financial instruments or other right to exercise voting rights on any assets held, or formerly held, in the Fund. The Subadviser is not required to take any action or to render any advice with respect to lawsuits involving the Fund, including those involving securities, financial instruments or other assets presently or formerly held in the FundFund on an individual security or ongoing basis, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by Subadviser involving issuers presently or formerly held in the Fund, Subadviser shall promptly forward such notices to provided that the Adviser and provides the FundSubadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. Absent specific instructions to the contrary provided to it by the Fund and subject to its receipt of all necessary voting materials, the Subadviser will vote all proxies with respect to investments included in the Subadviser Assets in accordance with the Subadviser’s proxy voting policy as most recently provided to the Adviser and approved by the Trust. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets and authorizes the Subadviser to delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time in accordance with the proxy voting policy of the Subadviser Assets. For the avoidance of doubtSubadviser, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. It is understood and agreed that the Subadviser has sole and full discretion shall also have the right to vote (or elect, at its discretion, not to vote) any exercise voting rights with respect to securities and other investments in which the Subadviser Assets may be invested at any time, subject in all such instances, to Subadviser’s fiduciary obligations and its having made a determination in good faith that not voting is in the best interests of the Fund. If both the Subadviser Assetsand another entity managing assets of the Fund have invested the Fund’s assets in the same security, the Subadviser and such other entity will each have the power to vote its pro rata share of the Fund’s security. The Subadviser will establish a written procedure for proxy voting in compliance with current applicable rules and regulations. The Subadviser will provide the Adviser will notor its designee, directly or indirectly, attempt to influence a copy of such procedure and establish a process for the timely distribution of the Subadviser’s voting decisions. The Adviser shall cause materials relating to such proxies to be forwarded to the Subadviser in a timely fashion by the Fund’s custodian, the administrator or another party and the Subadviser shall not be responsible for voting proxies if not provided with reasonable notice thereof. The Subadviser will promptly provide (i) updates to its proxy voting policies, if any, to the Adviser or any authorized representative of the Adviser, or to the Fund on a quarterly basis (or more frequently, if required by law), (ii) its voting records record with respect to the Subadviser Assets to Fund’s securities and, upon written request, other information necessary for the Fund or to complete information required by Form N-1A under the Fund’s proxy voting service1940 Act and the Securities Act of 1933, as amended (the Fund may direct“Securities Act”), so that the Fund is able to meet its annual disclosure requirement pursuant to Rule 30b1Form N-4 PX under the 1940 Act, and (iii) reports to Form N-CSR under the Adviser and/or the Board Xxxxxxxx-Xxxxx Act of Trustees2002, as the Fund may directamended, in instances where the Subadviser votes counter to its proxy voting policies. The Subadviser will not be responsible for class actions and lawsuits involving the Fund or securities, financial instruments or other assets held, or formerly held, in the Fund. The Subadviser is not required to take any action or to render any advice with respect to lawsuits involving the Fund, including those involving securities, financial instruments or other assets presently or formerly held in the Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by Subadviser involving issuers presently or formerly held in the Fund, Subadviser shall promptly forward such notices to the Adviser and the Fundrespectively.

Voting of Proxies. Absent specific instructions to the contrary provided to it by the Fund and subject to its receipt of all necessary voting materials, the Subadviser will vote all proxies with respect to investments included in the Subadviser Assets in accordance with the Subadviser’s proxy voting policy as most recently provided to the Adviser and approved by the Trust. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets and authorizes the Subadviser to delegate further such discretionary authority to a designee identified in a notice given to the Trust and the Adviser. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Subadviser Assets. For Fund have invested the avoidance of doubtFund’s assets in the same security, the Subadviser has sole and full discretion such other entity will each have the power to vote (or not to vote) any securities and other investments its pro rata share of the Subadviser Assets, and the Adviser will not, directly or indirectly, attempt to influence the Subadviser’s voting decisions. The Adviser shall cause materials relating to such proxies to be forwarded to the Subadviser in a timely fashion by the Fund’s custodian, the administrator or another party and the security. The Subadviser shall not be responsible for voting proxies if not provided with reasonable notice thereofany other corporate actions relating to the Fund, including administrative filings, such as proofs of claims or claims in class actions, but will promptly forward any materials related to such actions received by the Subadviser to the Adviser. The Subadviser will promptly provide (i) updates to its establish a written procedure for proxy voting policies, if any, to in compliance with Rule 206(4)-6 under the Advisers Act. The Subadviser will provide the Adviser or any authorized representative its designee, a copy of such procedure and establish a process for the timely distribution of the Adviser, or to the Fund on a quarterly basis (or more frequently, if required by law), (ii) its Subadviser’s voting records record with respect to the Fund’s securities and other information required to be maintained by the Subadviser Assets to under Rule 204-2(c)(2) under the Advisers Act necessary for the Fund or to complete information required by Form N-1A under the Fund’s proxy voting service1940 Act and the Securities Act of 1933, as amended (the Fund may direct“Securities Act”), so that the Fund is able to meet its annual disclosure requirement pursuant to Rule 30b1Form N-4 PX under the 1940 Act, and (iii) reports to Form N-CSR under the Adviser and/or the Board Sxxxxxxx-Xxxxx Act of Trustees2002, as the Fund may directamended, in instances where the Subadviser votes counter to its proxy voting policies. The Subadviser will not be responsible for class actions and lawsuits involving the Fund or securities, financial instruments or other assets held, or formerly held, in the Fund. The Subadviser is not required to take any action or to render any advice with respect to lawsuits involving the Fund, including those involving securities, financial instruments or other assets presently or formerly held in the Fund, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by Subadviser involving issuers presently or formerly held in the Fund, Subadviser shall promptly forward such notices to the Adviser and the Fundrespectively.

Voting of Proxies. Absent specific instructions to the contrary provided to it by the Fund and subject to its receipt of all necessary voting materials, the Subadviser will vote all proxies with respect to investments included in the Subadviser Assets in accordance with the Subadviser’s proxy voting policy as most recently provided to the Adviser and approved by the Trust. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets in the best interests of the Fund’s shareholders and authorizes the Subadviser Assetsto delegate further such discretionary authority to a designee. For The Subadviser, including without limitation its designee (for which the avoidance Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of doubtthe Fund have invested the Fund’s assets in the same security, the Subadviser has sole and full discretion such other entity will each have the power to vote (or not to vote) any securities and other investments its pro rata share of the Fund’s security. The Subadviser Assetswill establish a written procedure for proxy voting in compliance with current applicable rules and regulations, and including but not limited to Rule 30bl-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and will not, directly or indirectly, attempt to influence provide for the timely distribution of the Subadviser’s voting decisions. The Adviser shall cause materials relating to such proxies to be forwarded to the Subadviser in a timely fashion by the Fund’s custodian, the administrator or another party and the Subadviser shall not be responsible for voting proxies if not provided with reasonable notice thereof. The Subadviser will promptly provide (i) updates to its proxy voting policies, if any, to the Adviser or any authorized representative of the Adviser, or to the Fund on a quarterly basis (or more frequently, if required by law), (ii) its voting records record with respect to the Subadviser Assets to Fund’s securities and other information necessary for the Fund or to complete information required by federal statutes and regulations (including, for example, Form N-l A under the Fund’s proxy voting service1940 Act and Securities Act, as the Fund may direct, so that the Fund is able to meet its annual disclosure requirement pursuant to Rule 30b1Form N-4 PX under the 1940 Act, and (iii) reports Form N-CSR under the 1940 Act and Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively). The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Adviser, as to the Adviser and/or the Board compliance of Trustees, as the Fund may direct, in instances where the Subadviser votes counter to its proxy voting policiespolicies and procedures with applicable federal statutes and regulations. The Subadviser will not be responsible for class actions and lawsuits involving Adviser reserves the Fund or securities, financial instruments or other right to exercise voting rights on any assets held, or formerly held, in the Fund. The Subadviser is not required to take any action or to render any advice with respect to lawsuits involving the Fund, including those involving securities, financial instruments or other assets presently or formerly held in the FundFund on an individual security or ongoing basis, or the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by Subadviser involving issuers presently or formerly held in the Fund, Subadviser shall promptly forward such notices to provided that the Adviser and provides the FundSubadviser sufficient notice of the Adviser’s intention to exercise such voting rights.

Voting of Proxies. Absent specific instructions to the contrary provided to it by the Fund and subject to its receipt of all necessary voting materials, the Subadviser will vote all proxies with respect to investments included in the Subadviser Assets in accordance with the Subadviser’s proxy voting policy as most recently provided to the Adviser and approved by the Trust. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets and authorizes the Subadviser to delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Subadviser Assets. For Fund have invested the avoidance of doubtFund’s assets in the same security, the Subadviser has sole and full discretion such other entity will each have the power to vote (or not to vote) any securities and other investments its pro rata share of the Subadviser Assets, and the Adviser will not, directly or indirectly, attempt to influence the Subadviser’s voting decisions. The Adviser shall cause materials relating to such proxies to be forwarded to the Subadviser in a timely fashion by the Fund’s custodian, the administrator or another party and the Subadviser shall not be responsible for voting proxies if not provided with reasonable notice thereofsecurity. The Subadviser will promptly provide (i) updates to its establish a written procedure for proxy voting policiesin compliance with current applicable rules and regulations, if any, to the Adviser or any authorized representative of the Adviser, or to the Fund on a quarterly basis (or more frequently, if required by law), (ii) its voting records with respect to the Subadviser Assets to the Fund or the Fund’s proxy voting service, as the Fund may direct, so that the Fund is able to meet its annual disclosure requirement pursuant including but not limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the Adviser or its designee, a copy of such procedure and establish a process for the timely distribution of the Subadviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by Form N-1A under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively. The Subadviser will have no obligation to advise, initiate or take any other action on behalf of any Fund or the Trust in any legal proceedings (iiiincluding, without limitation, class actions and bankruptcies), (each, a “Legal Action”) reports relating to the Adviser and/or the Board of Trustees, as the Fund may direct, in instances where securities comprising the Subadviser votes counter to its proxy voting policiesAssets or any other matter. The Subadviser will not be responsible for class actions file proofs of claims relating to the securities comprising the Subadviser Assets or any other matter and lawsuits involving will not notify the Fund or securities, financial instruments or other assets held, or formerly held, in the Fund. The Subadviser is not required to take any action or to render any advice with respect to lawsuits involving the Fund, including those involving securities, financial instruments or other assets presently or formerly held in the Fund, Adviser or the issuers thereof, including actions involving bankruptcy. In the case of notices Trust’s custodian or administrator of class action suits received by settlements or bankruptcies relating to the Subadviser involving issuers presently Assets. Further, the Adviser agrees that the Subadviser has no duty to institute, prosecute, defend, settle or formerly otherwise dispose of any claim relating to securities purchased or held in the Fund, Subadviser shall promptly forward such notices to the Adviser and the any Fund.

Voting of Proxies. Absent specific instructions to the contrary provided to it by the Fund and subject to its receipt of all necessary voting materials, the Subadviser will vote all proxies with respect to investments included in the Subadviser Assets in accordance with the Subadviser’s proxy voting policy as most recently provided to the Adviser and approved by the Trust. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments of in the Subadviser Assets. For the avoidance of doubt, Assets and authorizes the Subadviser has sole and full discretion to vote delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (or not with respect to whose actions in connection with such voting the Subadviser shall be responsible to the same extent as if the Subadviser took such actions itself), shall have the power to vote) any , either in person or by proxy, all securities and other investments in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. For purposes of clarification, it is understood that the Subadviser shall also have the right to elect, at its discretion, not to exercise voting rights with respect to securities and other investments in which the Subadviser Assets may be invested at any time, subject in all such instances to Subadviser’s fiduciary obligations and its having made a determination in good faith that not voting is in the best interests of the Subadviser Assets, and the Adviser will not, directly or indirectly, attempt to influence the Subadviser’s voting decisionsFund. The Adviser shall cause materials relating to such proxies to be forwarded to If both the Subadviser in a timely fashion by and another entity managing assets of the Fund have invested the Fund’s custodianassets in the same security, the administrator or another party Subadviser and such other entity will each have the Subadviser shall not be responsible for voting proxies if not provided with reasonable notice thereofpower to vote its pro rata share of the Fund’s security. The Subadviser will promptly provide (i) updates to its establish a written procedure for proxy voting policiesin compliance with current applicable rules and regulations, if any, to the Adviser or any authorized representative of the Adviser, or to the Fund on a quarterly basis (or more frequently, if required by law), (ii) its voting records with respect to the Subadviser Assets to the Fund or the Fund’s proxy voting service, as the Fund may direct, so that the Fund is able to meet its annual disclosure requirement pursuant including but not limited to Rule 30b1-4 under the 1940 Act, and (iii) reports to the Adviser and/or the Board of Trustees, as the Fund may direct, in instances where the Subadviser votes counter to its proxy voting policies. The Subadviser will not be responsible provide the Adviser or its designee, a copy of such procedure and establish a process for class actions and lawsuits involving the Fund or securities, financial instruments or other assets held, or formerly held, in timely distribution of the Fund. The Subadviser is not required to take any action or to render any advice Subadviser’s voting record with respect to lawsuits involving the FundSubadviser Assets and, including those involving securitiesupon request, financial instruments or other assets presently or formerly held in information necessary for the Fund, or Fund to complete information required by Form N-1A under the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by Subadviser involving issuers presently or formerly held in the Fund, Subadviser shall promptly forward such notices to the Adviser 1940 Act and the FundSecurities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively.

Voting of Proxies. Absent specific instructions to the contrary provided to it by the Fund and subject to its receipt of all necessary voting materials, the Subadviser will vote all proxies with respect to investments included in the Subadviser Assets in accordance with the Subadviser’s proxy voting policy as most recently provided to the Adviser and approved by the Trust. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments of in the Subadviser Assets. For the avoidance of doubt, Assets and authorizes the Subadviser has sole and full discretion to vote delegate further such discretionary authority to a designee. The Subadviser, including without limitation its designee (or not with respect to whose actions in connection with such voting the Subadviser shall be responsible to the same extent as if the Subadviser took such actions itself), shall have the power to vote) any , either in person or by proxy, all securities and other investments in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. For purposes of clarification, it is understood that October 2018 3 the Subadviser shall also have the right to elect, at its discretion, not to exercise voting rights with respect to securities and other investments in which the Subadviser Assets may be invested at any time, subject in all such instances to Subadviser’s fiduciary obligations and its having made a determination in good faith that not voting is in the best interests of the Subadviser Assets, and the Adviser will not, directly or indirectly, attempt to influence the Subadviser’s voting decisionsFund. The Adviser shall cause materials relating to such proxies to be forwarded to If both the Subadviser in a timely fashion by and another entity managing assets of the Fund have invested the Fund’s custodianassets in the same security, the administrator or another party Subadviser and such other entity will each have the Subadviser shall not be responsible for voting proxies if not provided with reasonable notice thereofpower to vote its pro rata share of the Fund’s security. The Subadviser will promptly provide (i) updates to its establish a written procedure for proxy voting policiesin compliance with current applicable rules and regulations, if any, to the Adviser or any authorized representative of the Adviser, or to the Fund on a quarterly basis (or more frequently, if required by law), (ii) its voting records with respect to the Subadviser Assets to the Fund or the Fund’s proxy voting service, as the Fund may direct, so that the Fund is able to meet its annual disclosure requirement pursuant including but not limited to Rule 30b1-4 under the 1940 Act, and (iii) reports to the Adviser and/or the Board of Trustees, as the Fund may direct, in instances where the Subadviser votes counter to its proxy voting policies. The Subadviser will not be responsible provide the Adviser or its designee, a copy of such procedure and establish a process for class actions and lawsuits involving the Fund or securities, financial instruments or other assets held, or formerly held, in timely distribution of the Fund. The Subadviser is not required to take any action or to render any advice Subadviser’s voting record with respect to lawsuits involving the FundSubadviser Assets and, including those involving securitiesupon request, financial instruments or other assets presently or formerly held in information necessary for the Fund, or Fund to complete information required by Form N-1A under the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by Subadviser involving issuers presently or formerly held in the Fund, Subadviser shall promptly forward such notices to the Adviser 1940 Act and the FundSecurities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively.

Voting of Proxies. Absent specific instructions to the contrary provided to it by the Fund and subject to its receipt of all necessary voting materials, the Subadviser will vote all proxies with respect to investments included in the Subadviser Assets in accordance with the Subadviser’s proxy voting policy as most recently provided to the Adviser and approved by the Trust. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Subadviser Assets and authorizes the Subadviser to delegate further such discretionary authority to a designee . The Subadviser, including without limitation its designee (for which the Subadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Adviser, the Fund or the Trust or take any action with respect thereto. If both the Subadviser and another entity managing assets of the Subadviser Assets. For Fund have invested the avoidance of doubtFund’s assets in the same security, the Subadviser has sole and full discretion such other entity will each have the power to vote (or not to vote) any securities and other investments its pro rata share of the Subadviser Assets, and the Adviser will not, directly or indirectly, attempt to influence the SubadviserFund’s voting decisionssecurity. The Adviser shall cause agrees to instruct the Custodian to forward all proxy materials relating to such proxies to be forwarded and related shareholder communications to the Subadviser in a timely fashion by the Fund’s custodian, the administrator or another party and the promptly upon receipt. Subadviser shall not be responsible for liable with regard to voting of proxies if the Subadviser does not provided with reasonable notice thereofreceive the proxy materials and related communications in a timely manner. The Subadviser will promptly provide (i) updates to its establish a written procedure for proxy voting policiesin compliance with current applicable rules and regulations, if any, to the Adviser or any authorized representative of the Adviser, or to the Fund on a quarterly basis (or more frequently, if required by law), (ii) its voting records with respect to the Subadviser Assets to the Fund or the Fund’s proxy voting service, as the Fund may direct, so that the Fund is able to meet its annual disclosure requirement pursuant including but not limited to Rule 30b1-4 under the 1940 Act, and (iii) reports to the Adviser and/or the Board of Trustees, as the Fund may direct, in instances where the Subadviser votes counter to its proxy voting policies. The Subadviser will not be responsible provide the Adviser or its designee, a copy of such procedure and establish a process for class actions and lawsuits involving the Fund or securities, financial instruments or other assets held, or formerly held, in timely distribution of the Fund. The Subadviser is not required to take any action or to render any advice Subadviser’s voting record with respect to lawsuits involving the Fund, including those involving securities, financial instruments or ’s securities and other assets presently or formerly held in information necessary for the Fund, or Fund to complete information required by Form N-1A under the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by Subadviser involving issuers presently or formerly held in the Fund, Subadviser shall promptly forward such notices to the Adviser 1940 Act and the FundSecurities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the Sxxxxxxx-Xxxxx Act of 2002, as amended, respectively.

Voting of Proxies. Absent specific instructions to the contrary provided to it by the Fund and subject to its receipt of all necessary voting materials, the Subadviser will vote all proxies with respect to investments included in the Subadviser Assets in accordance with the Subadviser’s proxy voting policy as most recently provided to the Adviser and approved by the Trust. The Adviser hereby delegates to the Subadviser the Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments of in the Subadviser AssetsAssets and authorizes the Subadviser to delegate further such discretionary authority to a designee. For The Subadviser, including without limitation its designee (for which the avoidance of doubtSubadviser shall remain liable), shall have the power to vote, either in person or by proxy, all securities in which the Subadviser Assets may be invested from time to time, and shall not be required to seek or take instructions from, the Subadviser has sole and full discretion to vote (Adviser, the Fund or not to vote) the Trust or take any securities and other investments of the Subadviser Assets, and the Adviser will not, directly or indirectly, attempt to influence the Subadviser’s voting decisionsaction with respect thereto. The Adviser agrees to instruct the Fund’s custodian to forward all proxy materials and related shareholder communications to Subadviser’s designee promptly upon receipt. Subadviser shall cause not be liable with regard to voting of proxies or other corporate actions if the proxy materials relating to such proxies to be forwarded to the and related communications are not received by Subadviser in a timely fashion by manner. If both the Subadviser and another entity managing assets of the Fund have invested the Fund’s custodianassets in the same security, the administrator or another party Subadviser and such other entity will each have the Subadviser shall not be responsible for voting proxies if not provided with reasonable notice thereofpower to vote its pro rata share of the Fund’s security. The Subadviser will promptly provide (i) updates to its establish a written procedure for proxy voting policiesin compliance with current applicable rules and regulations, if any, to the Adviser or any authorized representative of the Adviser, or to the Fund on a quarterly basis (or more frequently, if required by law), (ii) its voting records with respect to the Subadviser Assets to the Fund or the Fund’s proxy voting service, as the Fund may direct, so that the Fund is able to meet its annual disclosure requirement pursuant including but not limited to Rule 30b1-4 under the 1940 Act, and (iii) reports to the Adviser and/or the Board of Trustees, as the Fund may direct, in instances where the Subadviser votes counter to its proxy voting policies. The Subadviser will not be responsible provide the Adviser or its designee, a copy of such procedure and establish a process for class actions and lawsuits involving the Fund or securities, financial instruments or other assets held, or formerly held, in timely distribution of the Fund. The Subadviser is not required to take any action or to render any advice Subadviser’s voting record with respect to lawsuits involving the Fund, including those involving securities, financial instruments or ’s securities and other assets presently or formerly held in information necessary for the Fund, or Fund to complete information required by Form N-1A under the issuers thereof, including actions involving bankruptcy. In the case of notices of class action suits received by Subadviser involving issuers presently or formerly held in the Fund, Subadviser shall promptly forward such notices to the Adviser 1940 Act and the FundSecurities Act of 1933, as amended (the “Securities Act”), Form N-PX under the 1940 Act, and Form N-CSR under the Xxxxxxxx-Xxxxx Act of 2002, as amended, respectively.