Common use of Proxy Voting Clause in Contracts

Proxy Voting. (a) Bank shall provide Customer or its agent with details of Securities in the Account on a daily basis (“Daily Holdings Data”), and Bank or its agent shall act in accordance with Instructions from an Authorized Person in relation to matters Customer or its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (“the proxy voting service”). Neither Bank nor its agent shall be under any duty to provide Customer or its agent with information which it or they receive on matters to be voted upon at meetings of holders of Financial Assets. (b) Bank or its agent shall act upon Instructions to vote, provided Instructions are received by Bank or its agent at its proxy voting department by the relevant deadline for such Instructions as determined by Bank or its agent. If Instructions are not received in a timely manner, neither Bank nor its agent shall be obligated to provide further notice to Customer. (c) In markets where the proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely action. (d) Customer acknowledges that the provision of the proxy voting service may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration, (ii) the pendency of conversion or another corporate action, or (iii) Financial Assets being held at Customer’s request in a name not subject to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, Bank may be required to vote all shares held for a particular issue for all of Bank’s customers in the same way. Bank or its agent shall inform Customer or its agent where this is the case. (e) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the proxy voting service Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such proxy voting service or vote any proxy except when directed by an Authorized Person.

Proxy Voting. (ai) Bank shall provide Customer or its agent shall, with details respect to Financial Assets that are not Foreign Assets, cause to be promptly executed by the registered holder of Securities such Financial Assets, if the Financial Assets are registered otherwise than in the Account name of Customer on behalf of a daily basis (“Daily Holdings Data”)Portfolio or a nominee thereof, and Bank or its agent shall act all proxies, without indication of the manner in accordance with Instructions from an Authorized Person in relation to matters Customer or its agent determine in their absolute discretion which such proxies are to be voted upon at meetings of holders of Financial Assetsvoted, based upon and shall promptly deliver to Customer such Daily Holdings Data (“the proxies, all proxy voting service”). Neither Bank nor its agent shall be under any duty soliciting materials and all notices relating to provide Customer or its agent with information which it or they receive on matters to be voted upon at meetings of holders of such Financial Assets. (bii) Bank or its agent shall act upon Instructions shall, with respect to voteFinancial Assets that are Foreign Assets, provided Instructions are received by Bank or its agent at its use commercially reasonable efforts (including the use of third party representatives) to facilitate the exercise of voting and other shareholder proxy rights; it being understood and agreed that (A) proxy voting department by the relevant deadline for such Instructions as determined by may not be available in all markets (it being understood that Bank or its agent. If Instructions are not received shall make proxy voting services available to Customer in a timely mannergiven market where Bank offers such services to any other custody client), neither and (B) apart from voting, Bank nor will, upon request and in its agent discretion, assist customer in exercising other shareholder rights such as attending shareholder meetings, nominating directors and proposing agenda items. In particular, and without limiting the generality of the foregoing, Bank may provide written summaries of proxy materials in lieu of providing original materials (or copies thereof) and while Bank shall be obligated attempt to provide further notice to Customer. (c) In markets where accurate summaries, whether or not translated, Bank shall not be liable for any losses or other consequences that may result from reliance by Customer upon the proxy voting service is not available or same where Bank has prepared the same in good faith and with reasonable efforts. Bank shall use reasonable efforts to notify Customer in cases where, due to various circumstances beyond control of Bank, voting cannot received a duly completed enrollment form or other relevant documentation, Bank or its agent shall endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely action. (d) be exercised. Customer acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice, practical constraints and other facts, may have the provision effect of severely limiting the ability of Customer to exercise shareholder rights. In addition, Customer acknowledges that: (A) in certain countries Bank may be unable to vote individual proxies but shall only be able to vote proxies on a net basis (e.g., a net yes or no vote given the voting instructions received from all customers); and (B) proxy voting service may be precluded or restricted under in a variety of circumstances. These circumstances include, but are not limited toincluding, without limitation, where the relevant Financial Assets are: (i1) on loan; (2) at registrar for registration or reregistration; (3) the Financial Assets being on loan or out for registration, (ii) the pendency subject of a conversion or another other corporate action, or ; (iii4) Financial Assets being not held at Customer’s request in a name not subject to the control of Bank or its Subcustodian, Subcustodian or are otherwise held in a manner which precludes voting; (5) held in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, Bank may be required to vote all shares held for a particular issue for all of Bank’s customers in the same way. Bank or its agent shall inform Customer or its agent where this is the caseaccount; and (6) American Depository Receipts. (eiii) Notwithstanding Customer and each Authorized Person shall respect the fact that proprietary nature of information developed exclusively through the efforts of Bank may act (or Subcustodians or other parties acting under Bank’s direction) in a fiduciary capacity with respect relation to Customer under other agreements or otherwise hereunder, in performing the proxy voting service Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such proxy voting service or vote any proxy except when directed by an Authorized Personservices.

Proxy Voting. (a) Bank shall provide Customer or its agent with details of Securities in the Account on a daily basis (“"Daily Holdings Data”"), and Bank or its agent shall act in accordance with Instructions from an Authorized Person in relation to matters Customer or its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (“"the proxy voting service”"). Neither Bank nor its agent shall be under any duty to provide Customer or its agent with information which it or they receive on matters to be voted upon at meetings of holders of Financial Assets. (b) Bank or its agent shall act upon Instructions to vote, provided Instructions are received by Bank or its agent at its proxy voting department by the relevant deadline for such Instructions as determined by Bank or its agent. If Instructions are not received in a timely manner, neither Bank nor its agent shall be obligated to provide further notice to Customer. (c) In markets where the proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely action. (d) Customer acknowledges that the provision of the proxy voting service may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration, (ii) the pendency of conversion or another corporate action, or (iii) Financial Assets being held at Customer’s 's request in a name not subject to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, Bank may be required to vote all shares held for a particular issue for all of Bank’s 's customers in the same way. Bank or its agent shall inform Customer or its agent where this is the case. (e) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the proxy voting service Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such proxy voting service or vote any proxy except when directed by an Authorized Person.

Proxy Voting. (a) Bank shall provide Customer or its agent with details of Securities in the Account on a daily basis (“"Daily Holdings Data”"), and Bank or its agent shall act in accordance with Instructions from an Authorized Person in relation to matters Customer or its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (“"the proxy voting service”"). Neither Bank nor its agent shall be under any duty to provide Customer or its agent with information which it or they receive on matters to be voted upon at meetings of holders of Financial Assets. (b) Bank or its agent shall act upon Instructions to vote, provided Instructions are received by Bank or its agent at its proxy voting department by the relevant deadline for such Instructions as determined by Bank or its agent. If Instructions are not received in a timely manner, neither Bank nor its agent shall be obligated to provide further notice to Customer. (c) In markets where the proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely action. (d) Customer acknowledges that the provision of the proxy voting service may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration, (ii) the pendency of conversion or another corporate action, or (iii) Financial Assets being held at Customer’s 's request in a name not subject to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, Bank may be required to vote all shares held for a particular issue for all of Bank’s 's customers in the same way. Bank or its agent shall inform Customer or its agent where this is the case. (e) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the proxy voting service Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such proxy voting service or vote any proxy except when directed by an Authorized Person."

Proxy Voting. (a) Subject to and upon the terms of this sub-section, Bank shall provide Customer or its agent with details of Securities in the Account on a daily basis (“Daily Holdings Data”), and Bank or its agent shall act in accordance with Instructions from an Authorized Person in relation to matters Customer or its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (“the proxy voting service”). Neither Bank nor its agent shall be under any duty to provide Customer or its agent with information which it or they receive receives on matters to be voted upon at meetings of holders of Financial AssetsAssets ("Notifications"), and Bank shall act in accordance with Customer's Instructions in relation to such Notifications ("the active proxy voting service"). (b) Bank or its agent shall act upon Instructions The following provisions relate to vote, provided Instructions are proxy voting services with respect to Global Assets: (i) If information is received by Bank or its agent at its proxy voting department too late to permit timely voting by the relevant deadline for such Instructions as determined by Bank or its agent. If Instructions are not received in a timely mannerCustomer, neither Bank nor its agent Bank's only obligation shall be obligated to provide further notice to Customer, so far as reasonably practicable, a Notification (or summary information concerning a Notification) on an "information only" basis. (cii) The active proxy voting service is available only in certain markets, details of which are available from Bank on request. Provision of the active proxy voting service is conditional upon receipt by Bank of a duly completed enrollment form as well as additional documentation that may be required for certain markets. (iii) Bank reserves the right to provide Notifications or parts thereof in the language received. Bank shall attempt in good faith to provide accurate and complete Notifications, whether or not translated. (iv) Customer acknowledges that Notifications and other information furnished pursuant to the active proxy voting service ("information") are proprietary to Bank and that Bank owns all intellectual property rights, including copyrights and patents, embodied therein. Accordingly, Customer shall not make any use of such information except in connection with the active proxy voting service. (v) In markets where the active proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall not provide Notifications to Customer but shall endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely actionaction (the "passive proxy voting service"). (c) Bank shall act upon Instructions to vote on matters referred to in a Notification, provided Instructions are received by Bank at its proxy voting department by the deadline referred to in the relevant Notification. If Instructions are not received in a timely manner, Bank shall not be obligated to vote on the matter, but shall notify Customer accordingly. (d) Customer acknowledges that the provision of the proxy voting service services (whether active or passive) may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration, (ii) the pendency of conversion or another corporate action, or (iii) Financial Assets being held at Customer’s 's request in a name not subject to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, cases Bank may be required to vote all shares held for a particular issue for all of Bank’s 's customers in the same way. Bank or its agent shall inform Customer or its agent where Where this is the casecase Bank, in the Notification, shall inform Customer. (e) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the active or passive voting proxy voting service services Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such proxy voting service services or vote any proxy except when directed by an Authorized Person.

Proxy Voting. (a) Subject to and upon the terms of this sub-section, Bank shall provide Customer or its agent with details of Securities in the Account on a daily basis (“Daily Holdings Data”), and Bank or its agent shall act in accordance with Instructions from an Authorized Person in relation to matters Customer or its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (“the proxy voting service”). Neither Bank nor its agent shall be under any duty to provide Customer or its agent with information which it or they receive receives on matters to be voted upon at meetings of holders of Financial AssetsAssets ("Notifications"), and Bank shall act in accordance with Customer's Instructions in relation to such Notifications ("the active proxy voting service"). (b) Bank or its agent shall act upon Instructions The following to vote, provided Instructions are Global Assets: provisions relate to proxy voting services with respect (i) If information is received by Bank or its agent at its proxy voting department too late to permit timely voting by the relevant deadline for such Instructions as determined by Bank or its agent. If Instructions are not received in a timely mannerCustomer, neither Bank nor its agent Bank's only obligation shall be obligated to provide further notice to Customer, so far as reasonably practicable, a Notification (or summary information concerning a Notification) on an "information only" basis. (cii) The active proxy voting service is available only in certain markets, details of which are available from Bank on request. Provision of the active proxy voting service is conditional upon receipt by Bank of a duly completed enrollment form as well as additional documentation that may be required for certain markets. (iii) Bank reserves the right to provide Notifications or parts thereof in the language received. Bank shall attempt in good faith to provide accurate and complete <PAGE> (iv) Customer acknowledges that Notifications and other information furnished pursuant to the active proxy voting service ("information") are proprietary to Bank and that Bank owns all intellectual property rights, including copyrights and patents, embodied therein. Accordingly, Customer shall not make any use of such information except in connection with the active proxy voting service. (v) In markets where the active proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall not provide Notifications to Customer but shall endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely actionaction (the "passive proxy voting service"). (c) Bank shall act upon Instructions to vote on matters referred to in a Notification, provided Instructions are received by Bank at its proxy voting department by the deadline referred to in the relevant Notification. If Instructions are not received in a timely manner, Bank shall not be obligated to vote on the matter, but shall notify Customer accordingly. (d) Customer acknowledges that the provision of the proxy voting service services (whether active or passive) may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration, (ii) the pendency of conversion or another corporate action, or (iii) Financial Assets being held at Customer’s 's request in a name not subject to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, cases Bank may be required to vote all shares held for a particular issue for all of Bank’s 's customers in the same way. Bank or its agent shall inform Customer or its agent where Where this is the casecase Bank, in the Notification, shall inform Customer. (e) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the active or passive voting proxy voting service services Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such proxy voting service services or vote any proxy except when directed by an Authorized Person.

Proxy Voting. It is currently anticipated that the Sub-Adviser shall not be responsible for proxy voting; however, at the request of the Adviser, the Sub-Adviser shall assume responsibility 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 (ai) Bank 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-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser). The Adviser shall provide Customer or its agent with details the Sub-Adviser notice reasonably in advance of Securities in any request that the Account Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a daily basis (“Daily Holdings Data”single notice may state a continuing obligation), and Bank 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. The Sub-Adviser shall provide disclosure regarding its agent shall act proxy voting policies and procedures in accordance with Instructions from an Authorized Person the requirements of Form N-1A for inclusion in relation the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to matters Customer or 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 the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (“the proxy voting service”). Neither Bank nor its agent shall be under any duty to provide Customer or its agent compliance with information which it or they receive on matters to be voted upon at meetings of holders of Financial Assets. (b) Bank or its agent shall act upon Instructions to vote, provided Instructions are received by Bank or its agent at its proxy voting department by the relevant deadline for such Instructions as determined by Bank or its agent. If Instructions are not received in a timely manner, neither Bank nor its agent shall be obligated to provide further notice to Customerpolicies and procedures and applicable federal statutes and regulations. (c) In markets where the proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely action. (d) Customer acknowledges that the provision of the proxy voting service may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration, (ii) the pendency of conversion or another corporate action, or (iii) Financial Assets being held at Customer’s request in a name not subject to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, Bank may be required to vote all shares held for a particular issue for all of Bank’s customers in the same way. Bank or its agent shall inform Customer or its agent where this is the case. (e) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the proxy voting service Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such proxy voting service or vote any proxy except when directed by an Authorized Person.

Proxy Voting. It is currently anticipated that the Sub-Adviser shall not be responsible for proxy voting; however, at the reasonable request of the Adviser, the Sub-Adviser shall assume responsibility 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 (ai) Bank 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-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser). The Adviser shall provide Customer or its agent with details the Sub-Adviser notice reasonably in advance of Securities in any request that the Account Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a daily basis (“Daily Holdings Data”single notice may state a continuing obligation), and Bank 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. The Sub-Adviser shall provide disclosure regarding its agent shall act proxy voting policies and procedures in accordance with Instructions from an Authorized Person the requirements of Form N-1A for inclusion in relation the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to matters Customer or 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 the Fund, the Sub-Adviser shall certify as to its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (“the proxy voting service”). Neither Bank nor its agent shall be under any duty to provide Customer or its agent compliance with information which it or they receive on matters to be voted upon at meetings of holders of Financial Assets. (b) Bank or its agent shall act upon Instructions to vote, provided Instructions are received by Bank or its agent at its proxy voting department by the relevant deadline for such Instructions as determined by Bank or its agent. If Instructions are not received in a timely manner, neither Bank nor its agent shall be obligated to provide further notice to Customerpolicies and procedures and applicable federal statutes and regulations. (c) In markets where the proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely action. (d) Customer acknowledges that the provision of the proxy voting service may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration, (ii) the pendency of conversion or another corporate action, or (iii) Financial Assets being held at Customer’s request in a name not subject to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, Bank may be required to vote all shares held for a particular issue for all of Bank’s customers in the same way. Bank or its agent shall inform Customer or its agent where this is the case. (e) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the proxy voting service Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such proxy voting service or vote any proxy except when directed by an Authorized Person.

Proxy Voting. (a) Subject to and upon the terms of this sub-section, Bank shall provide Customer or its agent with details of Securities in the Account on a daily basis (“Daily Holdings Data”), and Bank or its agent shall act in accordance with Instructions from an Authorized Person in relation to matters Customer or its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (“the proxy voting service”). Neither Bank nor its agent shall be under any duty to provide Customer or its agent with information which it or they receive receives on matters to be voted upon at meetings of holders of Financial AssetsAssets ("Notifications"), and Bank shall act in accordance with Customer's Instructions in relation to such Notifications ("the active proxy voting service"). If information is received by Bank at its proxy voting department too late to permit timely voting by Customer, Bank's only obligation shall be to provide, so far as reasonably practicable, a Notification (or summary information concerning a Notification) on an "information only" basis. (b) The active proxy voting service is available only in certain markets, details of which are available from Bank or its agent on request. Provision of the active proxy voting service is conditional upon receipt by Bank of a duly completed enrollment form as well as additional documentation that may be required for certain markets. (c) Bank shall act upon Instructions to votevote on matters referred to in a Notification, provided Instructions are received by Bank or its agent at its proxy voting department by the deadline referred to in the relevant deadline for such Instructions as determined by Bank or its agentNotification. If Instructions are not received in a timely manner, neither Bank nor its agent shall not be obligated to provide further notice to Customer. (cd) Bank reserves the right to provide Notifications or parts thereof in the language received. Bank shall attempt in good faith to provide accurate and complete Notifications, whether or not translated. (e) Customer acknowledges that Notifications and other information furnished pursuant to the active proxy voting service ("information") are proprietary to Bank and that Bank owns all intellectual property rights, including copyrights and patents, embodied therein. Accordingly, Customer shall not make any use of such information except in connection with the active proxy voting service. (f) In markets where the active proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall not provide Notifications to Customer but shall endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely actionaction (the "passive proxy voting service"). (dg) Customer acknowledges that the provision of the proxy voting service services (whether active or passive) may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration, (ii) the pendency of conversion or another corporate action, or (iii) Financial Assets being held at Customer’s 's request in a name not subject to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, cases Bank may be required to vote all shares held for a particular issue for all of Bank’s 's customers in the same way. Bank or its agent shall inform Customer or its agent where this is the case. (eh) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the active or passive voting proxy voting service services Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such proxy voting service services or vote any proxy except when directed by an Authorized Person.

Proxy Voting. (a) Subject to and upon the terms of this sub-section, Bank shall will promptly provide Customer or its agent with details of Securities in the Account on a daily basis (“Daily Holdings Data”), and Bank or its agent shall act in accordance with Instructions from an Authorized Person in relation to matters Customer or its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (“the proxy voting service”). Neither Bank nor its agent shall be under any duty to provide Customer or its agent with information which it or they receive receives on matters to be voted upon at meetings of holders of Financial AssetsAssets ("NOTIFICATIONS"), and Bank will act in accordance with Customer's Instructions in relation to such Notifications ("THE ACTIVE PROXY VOTING SERVICE"). If information is received by Bank at its proxy voting department too late to permit timely voting by Customer, Bank's only obligation is to provide, so far as reasonably practicable, a Notification (or summary information concerning a Notification) on an "information only" basis. (b) The active proxy voting service is available only in certain markets, details of which are available from Bank or its agent shall on request Provision of the active proxy voting service is conditional upon receipt by Bank of a duly completed enrollment form as well as additional documentation that may be required for certain markets. (c) Bank will act upon Instructions to votevote on matters referred to in a Notification, provided Instructions are received by Bank or its agent at its proxy voting department by the deadline referred to in the relevant deadline for such Instructions as determined by Bank or its agentNotification. If Instructions are not received in a timely manner, neither Bank nor its agent shall will not be obligated to provide further notice to Customer. (cd) Bank reserves the right to provide Notifications or parts thereof in the language received. Bank will attempt in good faith to provide accurate and complete Notifications, whether or not translated. (e) Customer acknowledges that Notifications and other information furnished pursuant to the active proxy voting service ("INFORMATION") are proprietary to Bank and that Bank owns all intellectual property rights, including copyrights and patents, embodied therein. Accordingly, Customer will not make any use of such information except in connection with the active proxy voting service. (f) In markets where the active proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall will not provide Notifications to Customer but will endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely actionaction (the "PASSIVE PROXY VOTING SERVICE"). (dg) Customer acknowledges that the provision of the proxy voting service services (whether active or passive) may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration, (ii) the pendency of conversion or another corporate action, or (iii) Financial Assets being held at Customer’s 's request in a name not subject to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, Customer acknowledges that in some markets, certain countries Bank may be required unable to vote individual proxies but shall only be able to vote proxies on a net basis (E.G., a net yes or no vote given the voting instructions received from all shares held for a particular issue for all of Bank’s customers in the same waycustomers). Bank or its agent shall will inform Customer or its agent where this is the case. (eh) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the active or passive voting proxy voting service services Bank shall will be acting solely as the agent of Customer, and shall will not exercise any discretion with regard to such proxy voting service services or vote any proxy except when directed by an Authorized Person.

Proxy Voting. (a) Bank shall provide Customer or its agent with details Every member entitled to attend and vote at a general meeting may appoint a proxy to attend, speak and vote on his behalf provided, however, that: (i) a member may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to shares held in different securities accounts; and (ii) a member acting as an intermediary on behalf of Securities in the Account on a daily basis (“Daily Holdings Data”), and Bank or its agent shall act in accordance with Instructions from an Authorized Person client in relation to matters Customer shares may appoint that client or its agent determine any third party designated by that client as a proxy in their absolute discretion are relation to be voted upon at meetings of holders of Financial Assetsthose shares, based upon subject to such Daily Holdings Data (“requirements and restrictions as the Directors may from time to time specify. The instrument appointing a proxy voting service”). Neither Bank nor its agent shall be in writing in any usual form or in any other form which the Directors may approve (subject to the requirements of the Act) and shall be executed by or on behalf of the appointer. The signature on such instrument need not be witnessed. A body corporate shall execute a form of proxy under any duty to provide Customer its common seal or its agent with information which it or they receive on matters to under the hand of a duly authorised officer thereof. A proxy need not be voted upon at meetings a member of holders of Financial Assetsthe Company. (b) Bank or its agent Subject to the Act and to any applicable rules of a relevant central securities depository, a member shall act upon Instructions be entitled to voteappoint a proxy by electronic means only if the appointment and notification of appointment of proxy is made in such form and manner, provided Instructions are and subject to such terms and conditions, as shall have been specified by the Directors from time to time for the appointment of proxies in electronic form. Such appointment shall be delivered to the Company in a manner specified by the Directors. The Directors may require any evidence that they think appropriate to satisfy themselves that the electronic appointment is genuine and may prescribe the method of determining the time at which any such appointment of proxy is to be treated as received by Bank or its agent at its proxy voting department by the relevant deadline for such Instructions as determined by Bank or its agentCompany. If Instructions Any provisions of these Articles which are not received in a timely manner, neither Bank nor its agent inconsistent with this method of appointment shall be obligated of no effect in relation to provide further notice any appointment made pursuant to Customerthis Article 66. (c) In markets where tithout limiting the proxy voting service is not available or where Bank has not received foregoing, in relation to any shares which are deposited in a duly completed enrollment form or other relevant documentationcentral securities depository, Bank or its agent shall endeavor the Directors may from time to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely action.time: (d) Customer acknowledges that the provision of the proxy voting service may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) permit appointments of a proxy to be made by means of an electronic communication (that is, through the Financial Assets being use of a secured mechanism to exchange electronic messages in such form and subject to such terms and conditions as may from time to time be prescribed by the Directors, subject always to the facilities and requirements of the operator of the relevant Securities Settlement System concerned), and may in a similar manner permit supplements to, or amendments or revocations of, any such proxy instruction to be made by like means. The Directors may in addition prescribe the method of determining the time at which any such proxy instruction (and/or other instruction, message or notification) is to be treated as received by the Company or such central securities depository. The Directors may treat any such proxy instruction which purports to be or is expressed to be sent on loan or out for registration, behalf of a holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that holder; (ii) agree with the pendency central securities depository for such other proxy arrangements to operate, including an arrangement where the Chairman of conversion or another corporate actionall meetings of shareholders shall, or unless otherwise directed, be the proxy for all shareholder meetings in respect of all shares deposited in such central securities depository on the basis that such Chairman shall only vote as proxy in accordance with such instructions as the central securities depository may give; and (iii) Financial Assets being held at Customer’s request agree with the central securities depository that where shares have been deposited in a name not subject another central securities depository that proxy instructions may be given via the system of that other central securities depository to the control exclusion of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, Bank may be required to vote all shares held for a particular issue for all of Bank’s customers in the same way. Bank or its agent shall inform Customer or its agent where this is the casefirst central securities depository. (e) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the proxy voting service Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such proxy voting service or vote any proxy except when directed by an Authorized Person.

Proxy Voting. (a) Subject to and upon the terms of this sub-section, Bank shall provide Customer or its agent with details of Securities in the Account on a daily basis (“Daily Holdings Data”), and Bank or its agent shall act in accordance with Instructions from an Authorized Person in relation to matters Customer or its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (“the proxy voting service”). Neither Bank nor its agent shall be under any duty to provide Customer or its agent with information which it or they receive whichit receives on matters to be voted upon at meetings of holders of Financial Assetsmatterstobevoted uponat meetingsofholdersofFinancialAssets("Notifications"),andBankshall actin accordancewithCustomer's Instructionsinrelationtosuch Notifications("the activeproxyvotingservice"). (b) Thefollowing provisions relatetoproxyvotingserviceswith respect toGlobalAssets: voting Customer, Customer, so summary "information certain Bank or its agent shall act upon Instructions to vote, provided Instructions are on serviceis completed thatmay orparts ingood <PAGE> (i) If information is received by Bank or its agent at its proxy department too late to permit timely voting department by the relevant deadline for such Instructions as determined by Bank or its agent. If Instructions are not received in a timely manner, neither Bank nor its agent Bank's only obligation shall be obligated to provide further notice to Customerfar as reasonably practicable, a Notification (or information concerning a Notification) on an only" basis. (cii) The active proxy voting service is available only in markets, details of which are available from request. Provision of the active proxy voting conditional upon receipt by Bank of a duly enrollment form as well as additional documentation be required for certain markets. (iii) Bank reservestherighttoprovide Notifications thereofinthelanguagereceived.Bankshallattempt faithtoprovideaccurateandcomplete (iv) Customer acknowledges that Notifications and other voting andthat including Accordingly, except isnot completed Bankshall endeavorto meetingsof reasonably nomineesas Instructions action (the information furnished pursuant to the active proxy service ("information") are proprietary to Bank Bank owns all intellectual property rights, copyrights and patents, embodied therein. Customer shall not make any use of such information in connection with the active proxy voting service. (v) In markets where the active proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent not provide Notifications to Customer but shall endeavor to act upon Instructions to vote on matters before meetings of actupon Instructionstovoteonmattersbefore holders of Financial Assets where it is reasonably practicable for Bank or its agent (or its forBank(orits Subcustodians or nominees as the case may be) to do so and where thecasemaybe)todosoandwhere such Instructions are received in time for Bank or its agent to take totake timely action"passiveproxyvotingservice"). (c) Bankshallactupon Instructions tovoteonmatters referred toina Notification, provided Instructions are receivedbyBankatitsproxy voting department by the deadline referred toin the relevant Notification. If Instructionsarenotreceivedinatimelymanner,Bankshallnotbe obligatedto voteonthematter,butshallnotifyCustomeraccordingly. (d) Customer acknowledges that the thatthe provision of the proxy ofproxy voting service may be precluded or services (whether activeorpassive)maybeprecludedor restricted under a variety of undera varietyof circumstances. These circumstances include, but are not limited tobutarenot limitedto: (i) the i)the Financial Assets being on loan or out for beingonloanoroutfor registration, (ii) the pendency of conversion or another corporate action, or (iii) Financial Assets being held at ii)the pendencyof conversionoranother corporateaction,or(iii)FinancialAssetsbeing heldat Customer’s 's request in a ina name not subject to the tothe control of Bank or its orits Subcustodian, in a margin or inamarginor collateral account at Bank or atBankor another bank or bankor broker,orotherwiseinamannerwhichaffectsvoting, or otherwise in a manner which affects votinglocalmarket regulations orpractices, local market regulations or practices, or restrictions by the issuerorrestrictionsbytheissuer. Additionally, in some marketsinsome casesBank mayberequiredtovoteallsharesheldforaparticularissueforallof Bank's customers inthesameway. WherethisisthecaseBank, Bank may be required to vote all shares held for a particular issue for all of Bank’s customers in the same way. Bank or its agent shall inform Customer or its agent where this is the caseinthe Notification, shallinformCustomer. (e) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, NotwithstandingthefactthatBankmayactinafiduciary capacitywith respecttoCustomerunderotheragreementsorotherwisehereunder,in performing the proxy voting service Bank shall be acting solely as the agent of CustomeractiveorpassivevotingproxyservicesBankshallbeactingsolelyas theagent ofCustomer, and shall not exercise andshallnotexercise any discretion with regard to such proxy voting service or vote any proxy except when directed by an Authorized Personwithregardto suchproxy servicesorvoteanyproxyexceptwhendirectedbyanAuthorizedPerson.

Proxy Voting. (a) Subject to and upon the terms of this sub-section, Bank shall will provide Customer or its agent with details of Securities in the Account on a daily basis (“Daily Holdings Data”), and Bank or its agent shall act in accordance with Instructions from an Authorized Person in relation to matters Customer or its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (“the proxy voting service”). Neither Bank nor its agent shall be under any duty to provide Customer or its agent with information which it or they receive receives on matters to be voted upon at meetings of holders of Financial AssetsAssets ("NOTIFICATIONS"), and Bank will act in accordance with Customer's Instructions in relation to such Notifications ("THE ACTIVE PROXY VOTING SERVICE"). If information is received by Bank at its proxy voting department too late to permit timely voting by Customer, Bank's only obligation is to provide, so far as reasonably practicable, a Notification (or summary information concerning a Notification) on an "information only" basis. (b) The active proxy voting service is available only in certain markets, details of which are available from Bank or its agent shall on request. Provision of the active proxy voting service is conditional upon receipt by Bank of a duly completed enrollment form as well as additional documentation that may be required for certain markets. (c) Bank will act upon Instructions to votevote on matters referred to in a Notification, provided Instructions are received by Bank or its agent at its proxy voting department by the deadline referred to in the relevant deadline for such Instructions as determined by Bank or its agentNotification. If Instructions are not received in a timely manner, neither Bank nor its agent shall will not be obligated to provide further notice to Customer. (cd) Bank reserves the right to provide Notifications or parts thereof in the language received. Bank will attempt in good faith to provide accurate and complete Notifications, whether or not translated. (e) Customer acknowledges that Notifications and other information furnished pursuant to the active proxy voting service ("INFORMATION") are proprietary to Bank and that Bank owns all intellectual property rights, including copyrights and patents, embodied therein. Accordingly, Customer will not make any use of such information except in connection with the active proxy voting service. (f) In markets where the active proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall will not provide Notifications to Customer but will endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely actionaction (the "PASSIVE PROXY VOTING SERVICE"). (dg) Customer acknowledges that the provision of the proxy voting service services (whether active or passive) may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration, (ii) the pendency of conversion or another corporate action, or (iii) Financial Assets being held at Customer’s 's request in a name not subject to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, cases Bank may be required to vote all shares held for a particular issue for all of Bank’s 's customers in the same way. Bank or its agent shall will inform Customer or its agent where this is the case. (eh) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the active or passive voting proxy voting service services Bank shall will be acting solely as the agent of Customer, and shall will not exercise any discretion with regard to such proxy voting service services or vote any proxy except when directed by an Authorized Person.

Proxy Voting. (a) Bank shall provide Customer or its agent with details of Securities in the Account on a daily basis (“( Daily Holdings Data”Data ), and Bank or its agent shall act in accordance with Instructions from an Authorized Person in relation to matters Customer or its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (“( the proxy voting service”)service ) . Neither Bank nor its agent shall be under any duty to provide Customer or its agent with information which it or they receive on matters to be voted upon at meetings of holders of Financial Assets. (b) Bank or its agent shall act upon Instructions to vote, provided Instructions are received by Bank or its agent at its proxy voting department by the relevant deadline for such Instructions as determined by Bank or its agent. If Instructions are not received in a timely manner, neither Bank nor its agent shall be obligated to provide further notice to Customer. (c) In markets where the proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely action. (d) Customer acknowledges that the provision of the proxy voting service may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration, (ii) the pendency of conversion or another corporate action, or (iii) Financial Assets being held at Customer’s Customer s request in a name not subject to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, Bank may be required to vote all shares held for a particular issue for all of Bank’s Bank s customers in the same way. Bank or its agent shall inform Customer or its agent where this is the case. (e) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the proxy voting service Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such proxy voting service or vote any proxy except when directed by an Authorized Person.

Proxy Voting. (a) Subject to and upon the terms of this sub-section, Bank shall provide Customer or its agent with details of Securities in the Account on a daily basis (“Daily Holdings Data”), and Bank or its agent shall act in accordance with Instructions from an Authorized Person in relation to matters Customer or its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (“the proxy voting service”). Neither Bank nor its agent shall be under any duty to provide Customer or its agent with information which it or they receive receives on matters to be voted upon at meetings of holders of Financial AssetsAssets ("Notifications"), and Bank shall act in accordance with Customer's Instructions in relation to such Notifications ("the active proxy voting service"). (b) Bank or its agent shall act upon Instructions The following provisions relate to vote, provided Instructions are proxy voting services with respect to Global Assets: (i) If information is received by Bank or its agent at its proxy voting department too late to permit timely voting by the relevant deadline for such Instructions as determined by Bank or its agent. If Instructions are not received in a timely mannerCustomer, neither Bank nor its agent Bank's only obligation shall be obligated to provide further notice to Customer, so far as reasonably practicable, a Notification (or summary information concerning a Notification) on an "information only" basis. (cii) The active proxy voting service is available only in certain markets, details of which are available from Bank on request. Provision of the active proxy voting service is conditional upon receipt by Bank of a duly completed enrollment form as well as additional documentation that may be required for certain markets. (iii) Bank reserves the right to provide Notifications or parts thereof in the language received. Bank shall attempt in good faith to provide accurate and complete <PAGE> (iv) Customer acknowledges that Notifications and other information furnished pursuant to the active proxy voting service ("information") are proprietary to Bank and that Bank owns all intellectual property rights, including copyrights and patents, embodied therein. Accordingly, Customer shall not make any use of such information except in connection with the active proxy voting service. (v) In markets where the active proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall not provide Notifications to Customer but shall endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely actionaction (the "passive proxy voting service"). (c) Bank shall act upon Instructions to vote on matters referred to in a Notification, provided Instructions are received by Bank at its proxy voting department by the deadline referred to in the relevant Notification. If Instructions are not received in a timely manner, Bank shall not be obligated to vote on the matter, but shall notify Customer accordingly. (d) Customer acknowledges that the provision of the proxy voting service services (whether active or passive) may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration, (ii) the pendency of conversion or another corporate action, or (iii) Financial Assets being held at Customer’s 's request in a name not subject to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, cases Bank may be required to vote all shares held for a particular issue for all of Bank’s 's customers in the same way. Bank or its agent shall inform Customer or its agent where Where this is the casecase Bank, in the Notification, shall inform Customer. (e) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the active or passive voting proxy voting service services Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such proxy voting service services or vote any proxy except when directed by an Authorized Person.

Proxy Voting. (a) Bank Pursuant to Board authority, the Adviser has the authority to determine how proxies, with respect to securities that are held by the Funds, shall be voted, and the Adviser has determined to delegate the authority and responsibility to vote proxies for each Fund's securities to the Sub-Adviser, subject to the applicable written policies of the Fund and the Trust, as applicable. So long as proxy voting authority for the Funds has been delegated to the Sub-Adviser, the Sub-Adviser shall provide Customer 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 agent with details of Securities proxy voting responsibilities. The Sub-Adviser has adopted and implemented, and will maintain, written policies and procedures that it believes are reasonably designed to ensure that it votes each Fund's securities in the Account on a daily basis (“Daily Holdings Data”)best interests of that Fund, including procedures to address material conflicts that may arise between the interests of the Sub-Adviser and Bank or its agent those of the Fund. The Sub-Adviser shall act carry out such responsibility in accordance with Instructions any written instructions that the Board or the Adviser shall provide from an Authorized Person in relation time to matters Customer or its agent determine in their absolute discretion are time and shall provide such reports and keep such records relating to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (“the proxy voting service”)as the Board may reasonably request or as may be necessary for the Funds to comply with the 1940 Act and other applicable law. Neither Bank nor its agent shall be under any duty to provide Customer or its agent with information which it or they receive on matters to be voted upon at meetings Any such delegation of holders of Financial Assets. (b) Bank or its agent shall act upon Instructions to vote, provided Instructions are received by Bank or its agent at its proxy voting department responsibility to the Sub-Adviser may be revoked or modified in writing by the relevant deadline Board or the Adviser at any time. The Sub-Adviser shall not be responsible for such Instructions as determined by Bank advising or its agent. If Instructions are not received acting for the Adviser in a timely mannerlegal proceedings, neither Bank nor its agent shall be obligated to provide further notice to Customer. (c) In markets where the proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely action. (d) Customer acknowledges that the provision of the proxy voting service may be precluded or restricted under a variety of circumstances. These circumstances include, including but are not limited to: (i) the Financial Assets being on loan or out for registrationto class actions, (ii) the pendency settlements and related proofs of conversion or another corporate actionclaim, or (iii) Financial Assets being bankruptcies, involving securities purchased or held at Customer’s request in a name not subject 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 transmit copies of such notices to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by Adviser's current custodian for the issuerFund. Additionally, in some markets, Bank may be required to vote all shares held for a particular issue for all of Bank’s customers in the same way. Bank or its agent shall inform Customer or its agent where this is the case. (e) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the proxy voting service Bank shall be acting solely as the agent of Customer, and The Sub-Adviser shall not exercise incur any discretion with regard liability for any delay or failure to timely provide such proxy voting service notices or vote any proxy except when directed by an Authorized Personrelated materials to the Adviser's current custodian for the Fund.

Proxy Voting. (a) Subject to and upon the terms of this sub-section, Bank shall will provide Customer or its agent with details of Securities in the Account on a daily basis (“Daily Holdings Data”), and Bank or its agent shall act in accordance with Instructions from an Authorized Person in relation to matters Customer or its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (“the proxy voting service”). Neither Bank nor its agent shall be under any duty to provide Customer or its agent with information which it or they receive receives on matters to be voted upon at meetings of holders of Financial AssetsAssets ("NOTIFICATIONS"), and Bank will act in accordance with Customer's Instructions in relation to such Notifications ("THE ACTIVE PROXY VOTING SERVICE"). If information is received by Bank at its proxy voting department too late to permit timely voting by Customer, Bank's only obligation is to provide, so far as reasonably practicable, a Notification (or summary information concerning a Notification) on an "information only" basis. (b) The active proxy voting service is available only in certain markets, details of which are available from Bank or its agent shall on request. Provision of the active proxy voting service is conditional upon receipt by Bank of a duly completed enrollment form as well as additional documentation that may be required for certain markets. (c) Bank will act upon Instructions to votevote on matters referred to in a Notification, provided Instructions are received by Bank or its agent at its proxy voting department by the deadline referred to in the relevant deadline for such Instructions as determined by Bank or its agentNotification. If Instructions are not received in a timely manner, neither Bank nor its agent shall will not be obligated to provide further notice to Customer. (cd) Bank reserves the right to provide Notifications or parts thereof in the language received. Bank will attempt in good faith to provide accurate and complete Notifications, whether or not translated. (e) Customer acknowledges that Notifications and other information furnished pursuant to the active proxy voting service ("INFORMATION") are proprietary to Bank and that Bank owns all intellectual property rights, including copyrights and patents, embodied therein, except that the foregoing shall not apply to information which is in the public domain or which Customer can demonstrate by written evidence was obtained independently by Customer or Company without wrongdoing. Accordingly, Customer will not make any use of such information except in connection with the active proxy voting service. (f) In markets where the active proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall will not provide Notifications to Customer but will endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely actionaction (the "PASSIVE PROXY VOTING SERVICE"). (dg) Customer acknowledges that the provision of the proxy voting service services (whether active or passive) may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration, (ii) the pendency of conversion or another corporate action, or (iii) Financial Assets being held at Customer’s 's request in a name not subject to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, cases Bank may be required to vote all shares held for a particular issue for all of Bank’s 's customers in the same way. Bank or its agent shall will inform Customer or its agent where this is the case. (eh) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the active or passive voting proxy voting service services Bank shall will be acting solely as the agent of Customer, and shall will not exercise any discretion with regard to such proxy voting service services or vote any proxy except when directed by an Authorized Person.

Proxy Voting. (a) Subject to and upon the terms of this sub-section, Bank shall provide Customer or its agent with details of Securities in the Account on a daily basis (“Daily Holdings Data”), and Bank or its agent shall act in accordance with Instructions from an Authorized Person in relation to matters Customer or its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (“the proxy voting service”). Neither Bank nor its agent shall be under any duty to provide Customer or its agent with information which it or they receive receives on matters to be voted upon at meetings of holders of Financial AssetsAssets (“Notifications”), and Bank shall act in accordance with Customer’s Instructions in relation to such Notifications (“the active proxy voting service”). If information is received by Bank at its proxy voting department too late to permit timely voting by Customer, Bank’s only obligation shall be to provide, so far as reasonably practicable, a Notification (or summary information concerning a Notification) on an “information only” basis. (b) The active proxy voting service is available only in certain markets, details of which are available from Bank or its agent on request. Provision of the active proxy voting service is conditional upon receipt by Bank of a duly completed enrollment form as well as additional documentation that may be required for certain markets. (c) Bank shall act upon Instructions to votevote on matters referred to in a Notification, provided Instructions are received by Bank or its agent at its proxy voting department by the deadline referred to in the relevant deadline for such Instructions as determined by Bank or its agentNotification. If Instructions are not received in a timely manner, neither Bank nor its agent shall not be obligated to provide further notice to Customer. (cd) Bank reserves the right to provide Notifications or parts thereof in the language received. Bank shall exercise reasonable care and attempt in good faith to provide accurate and complete Notifications, whether or not translated. (e) Customer acknowledges that Notifications and other information furnished pursuant to the active proxy voting service (“information”) are proprietary to Bank and that Bank owns all intellectual property rights, including copyrights and patents, embodied therein. Accordingly, Customer shall not make any use of such information except in connection with the active proxy voting service or as otherwise required by Applicable Law. (f) In markets where the active proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall not provide Notifications to Customer but shall endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely actionaction (the “passive proxy voting service”). (dg) Customer acknowledges that the provision of the proxy voting service services (whether active or passive) may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration, (ii) the pendency of conversion or another corporate actionCorporate Action, or (iii) Financial Assets being held at Customer’s request in a name not subject to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, cases Bank may be required to vote all shares held for a particular issue for all of Bank’s customers in the same way. Bank or its agent shall inform Customer or its agent where this is the case. (eh) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the active or passive voting proxy voting service services Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such proxy voting service services or vote any proxy except when directed by an Authorized Person.

Proxy Voting. (a) Subject to and upon the terms of this sub-section, Bank shall provide Customer or its agent with details of Securities in the Account on a daily basis (“Daily Holdings Data”), and Bank or its agent shall act in accordance with Instructions from an Authorized Person in relation to matters Customer or its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (“the proxy voting service”). Neither Bank nor its agent shall be under any duty to provide Customer or its agent with information which it or they receive receives on matters to be voted upon at meetings of holders of Financial AssetsAssets ("Notifications"), and Bank shall act in accordance with Customer's Instructions in relation to such Notifications ("the active proxy voting service"). (b) Bank or its agent shall act upon Instructions The following to vote, provided Instructions are Global Assets: provisions relate to proxy voting services with respect (i) If information is received by Bank or its agent at its proxy voting department too late to permit timely voting by the relevant deadline for such Instructions as determined by Bank or its agent. If Instructions are not received in a timely mannerCustomer, neither Bank nor its agent Bank's only obligation shall be obligated to provide further notice to Customer, so far as reasonably practicable, a Notification (or summary information concerning a Notification) on an "information only" basis. (cii) The active proxy voting service is available only in certain markets, details of which are available from Bank on request. Provision of the active proxy voting service is conditional upon receipt by Bank of a duly completed enrollment form as well as additional documentation that may be required for certain markets. (iii) Bank reserves the right to provide Notifications or parts thereof in the language received. Bank shall attempt in good faith to provide accurate and complete <PAGE> Notifications, whether or not translated. (iv) Customer acknowledges that Notifications and other information furnished pursuant to the active proxy voting service ("information") are proprietary to Bank and that Bank owns all intellectual property rights, including copyrights and patents, embodied therein. Accordingly, Customer shall not make any use of such information except in connection with the active proxy voting service. (v) In markets where the active proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall not provide Notifications to Customer but shall endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely actionaction (the "passive proxy voting service"). (c) Bank shall act upon Instructions to vote on matters referred to in a Notification, provided Instructions are received by Bank at its proxy voting department by the deadline referred to in the relevant Notification. If Instructions are not received in a timely manner, Bank shall not be obligated to vote on the matter, but shall notify Customer accordingly. (d) Customer acknowledges that the provision of the proxy voting service services (whether active or passive) may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration, (ii) the pendency of conversion or another corporate action, or (iii) Financial Assets being held at Customer’s 's request in a name not subject to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, cases Bank may be required to vote all shares held for a particular issue for all of Bank’s 's customers in the same way. Bank or its agent shall inform Customer or its agent where Where this is the casecase Bank, in the Notification, shall inform Customer. (e) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the active or passive voting proxy voting service services Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such proxy voting service services or vote any proxy except when directed by an Authorized Person.

Proxy Voting. (a) Subject to and upon the terms of this sub-section, Bank shall provide Customer or its agent with details of Securities in the Account on a daily basis (“Daily Holdings Data”), and Bank or its agent shall act in accordance with Instructions from an Authorized Person in relation to matters Customer or its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (“the proxy voting service”). Neither Bank nor its agent shall be under any duty to provide Customer or its agent with information which it or they receive receives on matters to be voted upon at meetings of holders of Financial AssetsAssets ("Notifications"), and Bank shall act in accordance with Customer's Instructions in relation to such Notifications ("the active proxy voting service"). (b) Bank or its agent shall act upon Instructions The following to vote, provided Instructions are Global Assets: provisions (i) If information is received by Bank or its agent at its proxy voting department too late to permit timely voting by the relevant deadline for such Instructions as determined by Bank or its agent. If Instructions are not received in a timely mannerCustomer, neither Bank nor its agent Bank's only obligation shall be obligated to provide further notice to Customer, so far as reasonably practicable, a Notification (or summary information concerning a Notification) on an "information only" basis. (cii) The active proxy voting service is available only in certain markets, details of which are available from Bank on request. Provision of the active proxy voting service is conditional upon receipt by Bank of a duly completed enrollment form as well as additional documentation that may be required for certain markets. (iii) Bank reserves the right to provide Notifications or parts thereof in the language received. Bank shall attempt in good faith to provide accurate and complete (iv) Customer acknowledges that Notifications and other information furnished pursuant to the active proxy voting service ("information") are proprietary to Bank and that Bank owns all intellectual property rights, including copyrights and patents, embodied therein. Accordingly, Customer shall not make any use of such information except in connection with the active proxy voting service. (v) In markets where the active proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall not provide Notifications to Customer but shall endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely actionaction (the "passive proxy voting service") . (c) Bank shall act upon Instructions to vote on matters referred to in a Notification, provided Instructions are received by Bank at its proxy voting department by the deadline referred to in the relevant Notification. If Instructions are not received in a timely manner, Bank shall not be obligated to vote on the matter, but shall notify Customer accordingly. (d) Customer acknowledges that the provision of the proxy voting service services (whether active or passive) may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration, (ii) the pendency of conversion or another corporate action, or (iii) Financial Assets being held at Customer’s 's request in a name not subject to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, cases Bank may be required to vote all shares held for a particular issue for all of Bank’s 's customers in the same way. Bank or its agent shall inform Customer or its agent where Where this is the casecase Bank, in the Notification, shall inform Customer. (e) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the active or passive voting proxy voting service services Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such proxy voting service services or vote any proxy except when directed by an Authorized Person.

Proxy Voting. (a) Subject to and upon the terms of this sub-section, Bank shall provide Customer or its agent with details of Securities in the Account on a daily basis (“Daily Holdings Data”), and Bank or its agent shall act in accordance with Instructions from an Authorized Person in relation to matters Customer or its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (“the proxy voting service”). Neither Bank nor its agent shall be under any duty to provide Customer or its agent with information which it or they receive receives on matters to be voted upon at meetings of holders of Financial AssetsAssets ("NOTIFICATIONS"), and Bank shall act in accordance with Customer's Instructions in relation to such Notifications ("THE ACTIVE PROXY VOTING SERVICE"). If information is received by Bank at its proxy voting department too late to permit timely voting by Customer, Bank's only obligation shall be to provide, so far as reasonably practicable, a Notification (or summary information concerning a Notification) on an "information only" basis. (b) The active proxy voting service is available only in certain markets, details of which are available from Bank or its agent on request. Provision of the active proxy voting service is conditional upon receipt by Bank of a duly completed enrollment form as well as additional documentation that may be required for certain markets. (c) Bank shall act upon Instructions to votevote on matters referred to in a Notification, provided Instructions are received by Bank or its agent at its proxy voting department by the deadline referred to in the relevant deadline for such Instructions as determined by Bank or its agentNotification. If Instructions are not received in a timely manner, neither Bank nor its agent shall not be obligated to provide further notice to Customer. (cd) Bank reserves the right to provide Notifications or parts thereof in the language received. Bank shall attempt in good faith to provide accurate and complete Notifications, whether or not translated. (e) Customer acknowledges that Notifications and other information furnished pursuant to the active proxy voting service ("INFORMATION") are proprietary to Bank and that Bank owns all intellectual property rights, including copyrights and patents, embodied therein. Accordingly, Customer shall not make any use of such information except in connection with the active proxy voting service. (f) In markets where the active proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall not provide Notifications to Customer but shall endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely actionaction (the "PASSIVE PROXY VOTING SERVICE"). (dg) Customer acknowledges that the provision of the proxy voting service services (whether active or passive) may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration, (ii) the pendency of conversion or another corporate action, or (iii) Financial Assets being held at Customer’s 's request in a name not subject to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, cases Bank may be required to vote all shares held for a particular issue for all of Bank’s 's customers in the same way. Bank or its agent shall inform Customer or its agent where this is the case. (eh) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the active or passive voting proxy voting service services Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such proxy voting service services or vote any proxy except when directed by an Authorized Person.

Proxy Voting. (a) Subject to and upon the terms of this subsection, Bank shall will provide Customer or its agent with details of Securities in the Account on a daily basis (“Daily Holdings Data”), and Bank or its agent shall act in accordance with Instructions from an Authorized Person in relation to matters Customer or its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (“the proxy voting service”). Neither Bank nor its agent shall be under any duty to provide Customer or its agent with information which it or they receive receives on matters to be voted upon at meetings of holders of Financial AssetsAssets ("NOTIFICATIONS"), and Bank will act in accordance with Customer's Instructions in relation to such Notifications ("THE ACTIVE PROXY VOTING SERVICE"). If information is received by Bank at its proxy voting department too late to permit timely voting by Customer, Bank's only obligation is to provide, so far as reasonably practicable, a Notification (or summary information concerning a Notification) on an "information only" basis. (b) The active proxy voting service is available only in certain markets, details of which are available from Bank or its agent shall on request. Provision of the active proxy voting service is conditional upon receipt by Bank of a duly completed enrollment form as well as additional documentation that may be required for certain markets. (c) Bank will act upon Instructions to votevote on matters referred to in a Notification, provided Instructions are received by Bank or its agent at its proxy voting department by the deadline referred to in the relevant deadline for such Instructions as determined by Bank or its agentNotification. If Instructions are not received in a timely manner, neither Bank nor its agent shall will not be obligated to provide further notice to Customer. (cd) Bank reserves the right to provide Notifications or parts thereof in the language received. Bank will attempt in good faith to provide accurate and complete Notifications, whether or not translated. (e) Customer acknowledges that Notifications and other information furnished pursuant to the active proxy voting service ("INFORMATION") are proprietary to Bank and that Bank owns all intellectual property rights, including copyrights and patents, embodied therein. Accordingly, Customer will not make any use of such information except in connection with the active proxy voting service. (f) In markets where the active proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall will not provide Notifications to Customer but will endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely actionaction (the "PASSIVE PROXY VOTING SERVICE"). (dg) Customer acknowledges that the provision of the proxy voting service services (whether active or passive) may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration, (ii) the pendency of conversion or another corporate action, or (iii) Financial Assets being held at Customer’s 's request in a name not subject to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, cases Bank may be required to vote all shares held for a particular issue for all of Bank’s 's customers in the same way. Bank or its agent shall will inform Customer or its agent where this is the case. (eh) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the active or passive voting proxy voting service services Bank shall will be acting solely as the agent of Customer, and shall will not exercise any discretion with regard to such proxy voting service services or vote any proxy except when directed by an Authorized Person.

Proxy Voting. (a) Subject to and upon the terms of this sub-section, Bank shall provide Customer or its agent with details of Securities in the Account on a daily basis (“Daily Holdings Data”), and Bank or its agent shall act in accordance with Instructions from an Authorized Person in relation to matters Customer or its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (“the proxy voting service”). Neither Bank nor its agent shall be under any duty to provide Customer or its agent with information which it or they receive receives on matters to be voted upon at meetings of holders of Financial AssetsAssets ("Notifications"), and Bank shall act in accordance with Customer's Instructions in relation to such Notifications ("the active proxy voting service"). (b) Bank or its agent shall act upon Instructions The following provisions relate to vote, provided Instructions are proxy voting services with respect to Global Assets: (i) If information is received by Bank or its agent at its proxy voting department too late to permit timely voting by the relevant deadline for such Instructions as determined by Bank or its agent. If Instructions are not received in a timely mannerCustomer, neither Bank nor its agent Bank's only obligation shall be obligated to provide further notice to Customer, so far as reasonably practicable, a Notification (or summary information concerning a Notification) on an "information only" basis. (cii) The active proxy voting service is available only in certain markets, details of which are available from Bank on request. Provision of the active proxy voting service is conditional upon receipt by Bank of a duly completed enrollment form as well as additional documentation that may be required for certain markets. (iii) Bank reserves the right to provide Notifications or parts thereof in the language received. Bank shall attempt in good faith to provide accurate and complete <PAGE> Notifications, whether or not translated. (iv) Customer acknowledges that Notifications and other information furnished pursuant to the active proxy voting service ("information") are proprietary to Bank and that Bank owns all intellectual property rights, including copyrights and patents, embodied therein. Accordingly, Customer shall not make any use of such information except in connection with the active proxy voting service. (v) In markets where the active proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall not provide Notifications to Customer but shall endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely actionaction (the "passive proxy voting service"). (c) Bank shall act upon Instructions to vote on matters referred to in a Notification, provided Instructions are received by Bank at its proxy voting department by the deadline referred to in the relevant Notification. If Instructions are not received in a timely manner, Bank shall not be obligated to vote on the matter, but shall notify Customer accordingly. (d) Customer acknowledges that the provision of the proxy voting service services (whether active or passive) may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration, (ii) the pendency of conversion or another corporate action, or (iii) Financial Assets being held at Customer’s 's request in a name not subject to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, cases Bank may be required to vote all shares held for a particular issue for all of Bank’s 's customers in the same way. Bank or its agent shall inform Customer or its agent where Where this is the casecase Bank, in the Notification, shall inform Customer. (e) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the active or passive voting proxy voting service services Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such proxy voting service services or vote any proxy except when directed by an Authorized Person.

Proxy Voting. (a) Subject to and upon the terms of this sub-section, Bank shall provide Customer or its agent with details of Securities in the Account on a daily basis (“Daily Holdings Data”), and Bank or its agent shall act monitor information in accordance with Instructions from an Authorized Person in relation its standard procedures as notified to matters Customer or its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (“the proxy voting service”). Neither Bank nor its agent and shall be under any duty to promptly provide Customer or its agent with information which it or they receive receives on matters to be voted upon at meetings of holders of Financial AssetsAssets ("Notifications"), and Bank shall act in accordance with Customer's Instructions in relation to such Notifications ("the active proxy voting service"). If information is received by Bank at its proxy voting department too late to permit timely voting by Customer, Bank's only obligation shall be to provide, so far as reasonably practicable, a Notification (or summary information concerning a Notification) on an "information only" basis. (b) The active proxy voting service is available only in certain markets, details of which are available from Bank or its agent on request. Provision of the active proxy voting service is conditional upon receipt by Bank of a duly completed enrollment form as well as additional documentation that may be required for certain markets. (c) Bank shall act upon Instructions to votevote on matters referred to in a Notification, provided Instructions are received by Bank or its agent at its proxy voting department by the deadline referred to in the relevant deadline for such Instructions as Notification (which shall be determined by Bank or its agentin a reasonable manner.). If Instructions are not received in a timely manner, neither Bank nor its agent shall not be obligated to provide further notice to Customer. (cd) Bank reserves the right to provide Notifications or parts thereof in the language received, but shall use its best efforts to provide such Notifications in English in a timely manner. Bank shall attempt in good faith to provide accurate and complete Notifications, whether or not translated. (e) Customer acknowledges that Notifications and other information furnished pursuant to the active proxy voting service ("information") are proprietary to Bank and that Bank owns all intellectual property rights, including copyrights and patents, embodied therein. Accordingly, Customer shall not make any use of such information except in connection with the active proxy voting service and to the extent necessary to effectuate Customer's voting. (f) In markets where the active proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall not provide Notifications to Customer but shall endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely actionaction (the "passive proxy voting service"). (dg) Customer acknowledges that the provision of the proxy voting service services (whether active or passive) may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration, (ii) the pendency of conversion or another corporate action, or (iii) Financial Assets being held at Customer’s 's request in a name not subject to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, cases Bank may be required to vote all shares held for a particular issue for all of Bank’s 's customers in the same way. Bank or its agent shall inform Customer or its agent where this is the case. (eh) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the active or passive voting proxy voting service services Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such proxy voting service services or vote any proxy except when directed by an Authorized Person.