Common use of Proxies; Class Actions Clause in Contracts

Proxies; Class Actions. (a) The Subadviser is hereby appointed the Fund’s agent and attorney-in-fact to exercise in its discretion all rights and perform all duties which may be exercisable in relation to the Fund, including without limitation the right to vote (or in its discretion, refrain or abstain from voting), tender, exchange, endorse, transfer, or deliver any securities on behalf of the Fund, to file proofs of claim or other documents, to participate in or consent to any class action, distribution, bankruptcy, plan of reorganization, creditors committee, merger, combination, consolidation, liquidation, underwriting, or similar plan with reference to such securities; and to execute and bind the Fund in waivers, consents and covenants related thereto. For the avoidance of doubt, the Subadviser has sole and full discretion to vote (or not to vote or to abstain from voting) any securities in the Fund and neither the Fund nor the Adviser will, directly or indirectly, attempt to influence the Subadviser’s voting decisions. The Subadviser represents and covenants that prior to the Fund’s commencement of operations it will have adopted written proxy voting policies and procedures as required under Rule 206(4)-6 of the Advisers Act, a copy of which be provided to the Fund and the Board, and that it will promptly provide (i) any updates of such policies and procedures to the Fund and the Board, (ii) its voting records with respect to the Fund’s securities to the Fund or the Fund’s proxy voting service, as the Fund may direct, so that the Fund meets its annual disclosure requirement pursuant to Rule 30b1-4 under the 1940 Act, and (iii) reports to the Adviser and/or the Board, as the Fund may direct, in instances where the Subadviser votes counter to its proxy voting policies. (b) The Subadviser shall be responsible for decisions regarding participation in any class action with respect to any of the Fund’s investments where the Fund meets the relevant criteria to become a member of the plaintiff’s class and shall notify promptly the Fund of any such participation. The Subadviser shall be responsible for taking any action with respect to any class action claim relating to any assets held in the Fund where the Fund meets the relevant criteria to become a member of the plaintiff’s class. The Adviser will instruct the applicable service providers to forward to the Subadviser any information concerning such actions. The Subadviser will, however, forward to Adviser any information it receives regarding any legal matters involving any asset held in the Fund.

Proxies; Class Actions. (a) The Subadviser is hereby appointed the Fund’s agent and attorney-in-fact to exercise in its discretion all rights and perform all duties which may be exercisable in relation to the Fund, including without limitation the right to vote (or in its discretion, refrain or abstain from voting), tender, exchange, endorse, transfer, or deliver any securities on behalf of the Fund, to file proofs of claim or other documents, to participate in or consent to any class action, distribution, bankruptcy, plan of reorganization, creditors committee, merger, combination, consolidation, liquidation, underwriting, or similar plan with reference to such securities; and to execute and bind the Fund in waivers, consents and covenants related thereto. For the avoidance of doubt, the Subadviser has sole and full discretion to vote (or not to vote or to abstain from votingvote) any securities in held by the Fund for which it has investment discretion and neither the Fund nor the Adviser will, directly or indirectly, attempt to influence the Subadviser’s voting decisions. The Subadviser represents and covenants that prior to the Fund’s commencement of operations it will have has adopted written proxy voting policies and procedures as required under Rule 206(4)-6 of the Investment Advisers Act of 1940, as amended (“Advisers Act”), a copy of which be has been provided to the Fund and the Board, and that it will promptly provide (i) any updates of such policies and procedures to the Fund and the Board, (ii) its voting records with respect to the Fund’s securities to the Fund or the Fund’s proxy voting service, as the Fund may direct, so that the Fund meets its annual disclosure requirement pursuant to Rule 30b1-4 under the 1940 Act, and (iii) reports to the Adviser and/or the Board, as the Fund may direct, in instances where the Subadviser votes counter to its proxy voting policies. (b) The Subadviser shall be responsible for decisions regarding participation in responding to any class action claim with respect to any of the Fund’s investments where the Fund meets the relevant criteria to become a member of the plaintiff’s class over which it has investment discretion and shall notify promptly the Fund of any such participationclaims. The Subadviser shall be responsible for taking any action or rendering advice with respect to any class action claim relating to any assets held in the Fund where the Fund meets the relevant criteria to become a member of the plaintiff’s classover which it has investment discretion. The Adviser will instruct the applicable service providers to forward to the Subadviser any information concerning such actions. The Subadviser will, however, forward to Adviser any information it receives regarding any legal matters involving any asset held in the Fund.