Common use of Proxy Voting Clause in Contracts

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 (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

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

Proxy Voting. It is currently anticipated The parties hereby agree 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 (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s then-existing proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, to the Sub-Adviser may abstain from voting on Adviser); provided that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s proxy voting rights conflicts policies and procedures for the Allocated Portion are not inconsistent with any applicable law, regulation, administrative or judicial decision. The Adviser shall provide the proxy voting policies and procedures adopted by the Fund and provided to the Sub-Adviser notice reasonably in advance of any request that the from time to time. Sub-Adviser assume responsibility will be provided access to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s custodian, the Administrator or another party. It is acknowledged and agreed that Promptly upon the Sub-Adviser shall not be responsible for written request of the filing of claims (or otherwise causing Adviser, the Fund to participate) in class action settlements or similar proceedings in which shareholders may participate related to securities currently or previously associated with the Allocated Portion. The Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

Proxy Voting. It is currently anticipated that the The Sub-Sub-Adviser shall not be responsible for proxy voting; however, at use its good faith judgment in a manner which it reasonably believes best serves the request interests of the Adviser, the Sub-Adviser shall assume responsibility for Fund’s shareholders to vote or abstain from voting all proxies and making all other voting and consent determinations solicited by or with respect to the issuers of any voting securities and other instruments held in the Allocated Portion (i) in a manner deemed by the Fund. The Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain use recommendations from a third party in order to make voting on that particular matter. In addition, decisions and may use a third party service provider to perform the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision(a “Third Party Proxy Voting Service Provider”). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and Custodian shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s custodianSub-Adviser, 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 Third Party Proxy Voting Service Provider all proxy solicitation materials that the Fund to participate) in class action settlements or similar proceedings in which shareholders its representatives may participate related to securities currently or previously associated receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that comply with the Allocated Portionrequirements of the 1940 Act and the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide the Trust’s Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format reasonably requested by the Board. Upon reasonable request, the Sub-Sub-Adviser shall provide disclosure regarding its the Adviser or the Fund’s administrator with all proxy voting policies and procedures in accordance with records relating to the requirements of Fund, including but not limited to those required by Form N-1A for inclusion in the Registration Statement of the TrustN-PX. To the extent that The Sub-Sub-Adviser or the Sub-Adviser votes proxies for will also provide an annual certification, in a form reasonably acceptable to the FundAdviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for have sole and full discretion to vote (or not to vote) any securities constituting the FundFund and the Adviser will not, the Sub-Adviser shalldirectly or indirectly, as may reasonably be requested by the Adviser, certify as attempt to its compliance with its proxy influence such voting policies and procedures and applicable federal statutes and regulationsdecision.

Proxy Voting. It is currently anticipated that the Sub-Adviser shall not be responsible for proxy voting; however, at At the request of the Adviser, the Sub-Adviser shall assume responsibility be responsible for voting proxies and making all other voting and consent determinations with respect to the issuers of securities and other instruments held in the Allocated Portion in (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), ) and (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

Proxy Voting. It is currently anticipated Pursuant to Board authority, the Adviser has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Adviser may and does herein delegate the authority and responsibility to vote proxies for the Portfolio's securities to the Sub-Adviser. So long as proxy voting authority for the Portfolio has been delegated to the Sub-Adviser, the Adviser shall provide such assistance to the Sub-Adviser shall not be responsible with respect to the voting of proxies for proxy voting; however, at the request of the Adviser, Portfolio as the Sub-Adviser may from time to time reasonably request, and the Adviser shall assume promptly forward to the Sub-Adviser any information or documents necessary for the Sub-Adviser to exercise its proxy voting responsibilities. The Sub-Adviser shall carry out such responsibility in accordance with any instructions that the Board or the Adviser shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Sub-Adviser shall provide periodic reports and keep such records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Sub-Adviser may be revoked or modified by the Board or the Adviser at any time. The Sub-Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Sub-Adviser or designated service provider copies of all proxies and making all other voting and consent determinations with respect shareholder communications relating to the issuers of securities and other instruments held in the Allocated Portion Portfolio (iother than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the Portfolio. The Sub-Adviser has the authority to engage a manner deemed service provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub-Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Sub-Adviser, consistent with the Sub-Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Sub-Adviser's discretion, refraining from voting would be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies Portfolio and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulationsshareholders.

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 (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), ) and (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

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 (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), ) and (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

Proxy Voting. It is currently anticipated Pursuant to Board authority, the Adviser has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Adviser may delegate the authority and responsibility to vote proxies for the Fund's securities to the Sub-Adviser. So long as proxy voting authority for the Fund has been delegated to the Sub-Adviser, the Adviser shall provide such assistance to the Sub-Adviser shall not be responsible with respect to the voting of proxies for proxy voting; however, at the request of the Adviser, Fund as the Sub-Adviser may from time to time reasonably request, and the Adviser shall assume promptly forward to the Sub-Adviser any information or documents necessary for the Sub-Adviser to exercise its proxy voting responsibilities. The Sub-Adviser shall carry out such responsibility in accordance with any instructions that the Board or the Adviser shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Sub-Adviser shall provide periodic reports and keep such records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Sub-Adviser may be revoked or modified by the Board or the Adviser at any time. The Sub-Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Sub-Adviser or designated service provider copies of all proxies and making all other voting and consent determinations with respect shareholder communications relating to the issuers of securities and other instruments held in the Allocated Portion portfolio of a Fund (iother than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser, at its own cost and subject to it oversight, has the authority to engage a manner deemed service provider to research and vote proxies related to the Fund. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub-Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Sub-Adviser, consistent with the Sub-Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Sub-Adviser's discretion, refraining from voting would be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulationsshareholders.

Proxy Voting. It is currently anticipated that the Sub-Adviser shall not be responsible for proxy voting; however, at have the request of the Adviser, the Sub-Adviser shall assume responsibility for voting proxies sole authority and making all other voting and consent determinations with respect to the issuers of securities and other instruments held in the Allocated Portion (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of any assets held by the Fund Fund. Notwithstanding the foregoing, Sub-Adviser agrees it shall consult with Adviser as reasonably requested by Adviser on proxy voting matters. Subject to applicable SEC rules and guidance, the Sub-Adviser may use recommendations from a third-party in order to make voting decisions and may use a third-party service provider to perform the voting (it being understood that a single notice “Third-Party Proxy Voting Service Provider”). The Custodian or the Adviser, as the case may state a continuing obligation)be, and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser or Third-Party Proxy Voting Service Provider all proxy solicitation materials the Fund may receive. The Sub-Adviser acknowledges and agrees it has adopted written proxy voting procedures that comply with the requirements of the Advisers Act. The Sub-Adviser further agrees it shall provide Adviser, the Trust, or the Trustees, with all proxy voting records relating to the securities held by the Fund and with a written report of the proxies voted during the most recent twelve (12) month period or such other period as the Adviser or Trust may designate, in a timely fashion format reasonably requested by the Fund’s custodianAdviser or Trust. Notwithstanding the foregoing, the Administrator or another party. It is acknowledged and agreed that the upon reasonable request Sub-Adviser shall not be responsible for provide the filing of claims (or otherwise causing Adviser with all proxy voting records relating to the Fund to participate) in class action settlements or similar proceedings in which shareholders may participate related to securities currently or previously associated with assets held by the Allocated PortionFund. The Sub-Adviser shall also provide disclosure regarding its an annual certification, in form and substance reasonably acceptable to Adviser and the Trust, attesting to the accuracy and completeness of such proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulationsrecords.

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 (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), ) and (ii) in accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decisioneffect at such time. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s custodian, the Administrator or another party. It is acknowledged and agreed that the Sub-Adviser shall not be responsible for the filing of claims (or otherwise causing the Fund to participate) in class action settlements or similar proceedings in which shareholders may participate related to securities currently or previously associated with the Allocated Portion. The Upon reasonable request, the Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by upon the reasonable request of the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

Proxy Voting. It is currently anticipated that The Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the Sub-Adviser shall not be responsible for proxy voting; however, at the request interests of the Adviser, the Sub-Adviser shall assume responsibility for Fund’s shareholders to vote or abstain from voting all proxies and making all other voting and consent determinations solicited by or with respect to the issuers of any voting securities and other instruments held in the Allocated Portion Subadviser Assets. Subject to SEC guidance, the Subadviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (i) a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded to the Subadviser or Third Party Proxy Voting Service Provider all proxy solicitation materials that the Fund or its representatives may receive. The Subadviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Subadviser further agrees that it will provide the Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a manner deemed format reasonably requested by the Sub-Board. Upon reasonable request, Subadviser shall provide the Adviser to be in or the best interests of the Fund (as it relates Administrator with all proxy voting records relating to the Allocated Portion)Subadviser Assets, (ii) accordance with including but not limited to those required by Form N-PX. The Subadviser will also provide an annual certification, in a form reasonably acceptable to Adviser, attesting to the Sub-Adviser’s accuracy and completeness of such proxy voting policies and procedures (a copy records. For the avoidance of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rightsdoubt, the Sub-Subadviser has sole and full discretion to vote (or not to vote) any securities constituting the Subadviser Assets and the Adviser may abstain from will not, directly or indirectly, attempt to influence the Subadviser’s voting on that particular matterdecisions. In addition, the Sub-Adviser reserves Subadviser shall have no responsibility for participating in any class action relating to the right to abstain from voting where it considers that Subadviser Assets and the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision. The Adviser shall provide the Sub-Adviser notice reasonably in advance of have full responsibility for any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s custodian, the Administrator or another party. It is acknowledged and agreed that the Sub-Adviser shall not be responsible for the filing of claims (or otherwise causing the Fund to participate) in class action settlements or similar proceedings in which shareholders may participate related action attached to securities currently or previously associated with the Allocated Portion. The Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulationsSubadviser assets.

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 (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision). The Adviser shall provide the Sub-Adviser written notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of with respect to the Fund Allocated Portion (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s custodianCustodian, the Administrator or another party. It is acknowledged and agreed that the Sub-Adviser shall not be responsible for the filing of claims (or otherwise causing the Fund to participate) in class action settlements or similar proceedings in which shareholders may participate related to equity securities currently or previously associated with the Allocated Portion. The To the extent that the Sub-Adviser votes proxies with respect to the Allocated Portion, (i) the Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, and (ii) the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During For any annual period in which the Sub-Adviser has voted proxies for with respect to the FundAllocated Portion, the Sub-Adviser shall, as may reasonably be requested by the Adviser, shall certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

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 (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), ) and (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 PortionPortion at the expense of the Fund; provided, that the Adviser has made such request in a manner providing reasonable advance written notice to the Sub-Adviser to make a timely filing. The Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, shall certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

Proxy Voting. It is currently anticipated that The Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the Sub-Adviser shall not be responsible for proxy voting; however, at the request interests of the Adviser, the Sub-Adviser shall assume responsibility for Fund’s shareholders to vote or abstain from voting all proxies and making all other voting and consent determinations solicited by or with respect to the issuers of any voting securities and other instruments held in the Allocated Portion (i) Subadviser Assets. The Subadviser may use recommendations from a third party in order to make voting decisions and may use a manner deemed by third party service provider to perform the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision“Third Party Proxy Voting Service Provider”). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and Custodian shall cause materials relating to such proxies to be forwarded to the Sub-Adviser Subadviser or Third Party Proxy Voting Service Provider all proxy solicitation materials that the Fund or its representatives may receive. Neither the Subadviser nor the Third Party Proxy Voting Service Provider shall be responsible for voting any securities in the Subadviser Assets if it does not receive all proxy solicitation materials relating to such matter from the Custodian in a timely 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 Portionmanner. The Sub-Adviser shall provide disclosure regarding its Subadviser agrees that it has adopted written proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of the 1940 Act and the Advisers Act. The Subadviser further agrees that it will provide the Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format reasonably requested by the Board. Upon reasonable request, Subadviser shall provide the Adviser or the Administrator with all proxy voting records relating to the Subadviser Assets, including but not limited to those required by Form N-PX with respect PX. The Subadviser will also provide an annual certification, in a form reasonably acceptable to Adviser, attesting to the Allocated Portionaccuracy and completeness of such proxy voting records. During any annual period in which For the Sub-Adviser has voted proxies for the Fundavoidance of doubt, the Sub-Subadviser has sole and full discretion to vote (or not to vote) any securities constituting the Subadviser Assets and the Adviser shallwill not, as may reasonably be requested by directly or indirectly, attempt to influence the Adviser, certify as to its compliance with its proxy Subadviser’s voting policies and procedures and applicable federal statutes and regulationsdecisions.

Proxy Voting. It is currently anticipated The parties hereby agree that the Sub-Adviser shall not be responsible for proxy voting; howevervoting in respect of the issuers of securities and other instruments held in the Allocated Portion. Notwithstanding the foregoing, at the reasonable request of the Adviser, the 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 (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), ) and (ii) accordance with the Sub-Adviser’s then-existing proxy voting policies and procedures (a copy of which has been will be provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, to the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, shall certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

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 or abstaining from voting proxies and making all other voting and consent determinations with respect to the issuers of securities and other instruments held in the Allocated Portion in (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), ) and (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 litigation, settlements, bankruptcy proceedings, or similar proceedings in which shareholders may participate related to securities currently or previously associated with the Allocated Portion. The Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviserupon reasonable advance notice, certify as to its compliance with its proxy voting policies and procedures with respect to its actions on behalf of the Allocated Portion and as to its compliance with applicable federal statutes and regulationsregulations with respect to the Allocated Portion.

Proxy Voting. It is currently anticipated that The Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the Sub-Adviser shall not be responsible for proxy voting; however, at the request interests of the Adviser, the Sub-Adviser shall assume responsibility for Fund’s shareholders to vote or abstain from voting all proxies and making all other voting and consent determinations solicited by or with respect to the issuers of any voting securities and other instruments held in the Allocated Portion (i) Subadviser Assets. Subject to applicable SEC guidance, the Subadviser may use recommendations from a third party in order to make voting decisions and may use a manner deemed by third party service provider to perform the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision“Third Party Proxy Voting Service Provider”). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and Custodian 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 Subadviser or another party. It is acknowledged and agreed Third Party Proxy Voting Service Provider all proxy solicitation materials that the Sub-Adviser shall not be responsible for the filing of claims (Fund or otherwise causing the Fund to participate) in class action settlements or similar proceedings in which shareholders its representatives may participate related to securities currently or previously associated with the Allocated Portionreceive. The Sub-Adviser shall provide disclosure regarding its Subadviser agrees that it has adopted written proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of the 1940 Act and the Advisers Act. The Subadviser further agrees that it will provide the Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format reasonably requested by the Board. Upon reasonable request, Subadviser shall provide the Adviser or the Administrator with all proxy voting records relating to the Subadviser Assets, including but not limited to those required by Form N-PX with respect PX. The Subadviser will also provide an annual certification, in a form reasonably acceptable to Adviser, attesting to the Allocated Portionaccuracy and completeness of such proxy voting records. During any annual period in which For the Sub-Adviser has voted proxies for the Fundavoidance of doubt, the Sub-Subadviser has sole and full discretion to vote (or not to vote) any securities constituting the Subadviser Assets and the Adviser shallwill not, as may reasonably be requested by directly or indirectly, attempt to influence the Adviser, certify as to its compliance with its proxy Subadviser’s voting policies and procedures and applicable federal statutes and regulationsdecisions.

Proxy Voting. It is currently anticipated that The Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the Sub-Adviser shall not be responsible for proxy voting; however, at the request interests of the Adviser, the Sub-Adviser shall assume responsibility for Fund’s shareholders to vote or abstain from voting all proxies and making all other voting and consent determinations solicited by or with respect to the issuers of any voting securities and other instruments held in the Allocated Portion (i) Subadviser Assets. The Subadviser may use recommendations from a third party in order to make voting decisions and may use a manner deemed by third party service provider to perform the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision“Third Party Proxy Voting Service Provider”). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and Custodian 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 Subadviser or another party. It is acknowledged and agreed Third Party Proxy Voting Service Provider all proxy solicitation materials that the Sub-Adviser shall not be responsible for the filing of claims (Fund or otherwise causing the Fund to participate) in class action settlements or similar proceedings in which shareholders its representatives may participate related to securities currently or previously associated with the Allocated Portionreceive. The Sub-Adviser shall provide disclosure regarding its Subadviser agrees that it has adopted written proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of the 1940 Act and the Advisers Act. The Subadviser further agrees that it will provide the Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format reasonably requested by the Board. Upon reasonable request, Subadviser shall provide the Adviser or the Administrator with all proxy voting records relating to the Subadviser Assets, including but not limited to those required by Form N-PX with respect PX. The Subadviser will also provide an annual certification, in a form reasonably acceptable to Adviser, attesting to the Allocated Portionaccuracy and completeness of such proxy voting records. During any annual period in which For the Sub-Adviser has voted proxies for the Fundavoidance of doubt, the Sub-Subadviser has sole and full discretion to vote (or not to vote) any securities constituting the Subadviser Assets and the Adviser shallwill not, as may reasonably be requested by directly or indirectly, attempt to influence the Adviser, certify as to its compliance with its proxy Subadviser’s voting policies and procedures and applicable federal statutes and regulationsdecisions.

Proxy Voting. It is currently anticipated The parties hereby agree that the Sub-Adviser shall not be responsible for proxy voting; howevervoting in respect of the issuers of securities and other instruments held in the Allocated Portion. Notwithstanding the foregoing, at the reasonable request of the Adviser, the 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 (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), ) and (ii) accordance with the Sub-Sub- Adviser’s then-existing proxy voting policies and procedures (a copy of which has been will be provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, to the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Sub- Adviser shall, as may reasonably be requested by the Adviser, shall certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

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 (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), ) and (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision). The Adviser shall provide the Sub-Adviser written notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s custodian, the Administrator or another party. It is acknowledged and agreed that the Sub-Adviser shall not be responsible for the filing of claims (or otherwise causing the Fund to participate) in class action settlements or similar proceedings in which shareholders may participate related to securities currently or previously associated with the Allocated Portion. The Promptly upon the written request of the Adviser, the Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the FundFund pursuant to a written request, as contemplated in this Section 2(f),, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. 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 compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

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 (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), ) and (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 litigation, settlements, bankruptcy proceedings, or similar proceedings in which shareholders may participate related to securities currently or previously associated with the Allocated Portion. The Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

Proxy Voting. It is currently anticipated Pursuant to Board authority, the Adviser has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Adviser may delegate the authority and responsibility to vote proxies for the Fund's securities to the Sub-Adviser. So long as proxy voting authority for the Fund has been delegated to the Sub-Adviser, the Adviser shall provide such assistance to the Sub-Adviser with respect to the voting of proxies for the Fund as the Sub-Adviser may from time to time reasonably request, and the Adviser shall promptly forward to the Sub-Adviser any information or documents necessary for the Sub-Adviser to exercise its proxy voting responsibilities. The Sub-Adviser shall carry out such responsibility in accordance with any instructions that the Board or the Adviser shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Sub-Adviser shall provide the Adviser with a copy of its written proxy voting policies and procedures (the "Sub-Adviser Proxy Voting Policy") and as such may be amended from time to time. The Sub-Adviser shall provide periodic reports and keep such records relating to proxy voting as the Adviser and the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Sub-Adviser may be revoked or modified by the Board or the Adviser at any time. Unless and until otherwise directed by the Adviser or the Board the Sub-Adviser shall not be responsible for proxy voting; however, at the request of the Adviser, in accordance with the Sub-Adviser shall assume responsibility for voting Proxy Voting Policy, the Fund's proxies and making exercising all other voting and consent determinations applicable rights of the Fund as a security holder in connection with respect corporate actions or other transactions relating to the issuers Fund's portfolio holdings. The Sub-Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Sub-Adviser or designated service provider copies of all proxies and shareholder communications relating to securities and other instruments held in the Allocated Portion portfolio of a Fund (iother than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser has the authority to engage a manner deemed service provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub-Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Sub-Adviser, consistent with the Sub-Adviser Proxy Voting Policy, may refrain from voting a proxy if, in the Sub-Adviser's discretion, refraining from voting would be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulationsshareholders.

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

Proxy Voting. It is currently anticipated The parties hereto hereby agree that the Sub-Adviser shall not be responsible for proxy voting; howevervoting in respect of the issuers of securities and other instruments held in the Allocated Portion. Notwithstanding the foregoing, at the reasonable request of the Adviser, the 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 (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s then-existing proxy voting policies and procedures (a copy of which has been will be provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, to the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s custodiancustodian (the “Custodian”), the Administrator or another party. It is acknowledged and agreed that the Sub-Adviser shall not be responsible for the filing of claims (or otherwise causing the Fund to participate) in class action settlements or similar proceedings in which shareholders may participate related to securities currently or previously associated with the Allocated Portion. The Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, shall certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

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 (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), ) and (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund in respect of the Allocated Portion (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the FundAllocated Portion, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the FundAllocated Portion, the Sub-Adviser shall, as may reasonably be requested by the Adviser, shall certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

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 (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), ) and (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s custodianCustodian (as defined below), the Administrator or another party. It is acknowledged and agreed that the Sub-Adviser shall not be responsible for the filing of claims (or otherwise causing the Fund to participate) in class action settlements or similar proceedings in which shareholders may participate related to securities currently or previously associated with the Allocated Portion. The Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

Proxy Voting. It is currently anticipated The parties hereby agree 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 or abstaining from 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 (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s then-existing proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, to the Sub-Adviser may abstain from voting on Adviser); provided that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s proxy voting rights conflicts policies and procedures for the Allocated Portion are not inconsistent with any applicable law, regulation, administrative or judicial decision. The Adviser shall provide the proxy voting policies and procedures adopted by the Fund and provided to the Sub-Adviser notice reasonably in advance of any request that the Sub-from time to time. The Adviser assume responsibility agrees to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation)provide, and shall or to cause materials relating to such proxies to be forwarded to the Sub-Adviser Adviser, materials relating to such proxies in a timely fashion fashion, whether by the Fund’s custodianCustodian, the Administrator or another applicable party. It is acknowledged and agreed that the Sub-Adviser shall not be responsible for the filing of claims (or otherwise causing the Fund to participate) in class action settlements or similar proceedings in which shareholders may participate related to securities currently or previously associated with the Allocated Portion. The Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for with respect to the FundAllocated Portion, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the FundAllocated Portion, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

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 (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), ) and (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, shall certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

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 (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), ) and (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund Allocated Portion (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the FundAllocated Portion, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the FundAllocated Portion, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

Proxy Voting. It is currently anticipated that the The Sub-Adviser shall not be responsible for proxy voting; however, at the request of the Adviser upon commercially reasonable prior written notice to the Sub-Adviser, the Sub-Adviser shall 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 (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), ) and (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund Allocated Portion in accordance with the Sub-Adviser’s proxy voting policies and procedures (it being understood that a single notice may state a continuing obligation), ) and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser Adviser, or to a third-party service provider designated by the Sub-Adviser, in a timely fashion by the Fund’s custodiancustodian (the “Custodian”), the Administrator or another party. In addition, to the extent the Sub-Adviser is requested by the Adviser to vote proxies in respect of the Allocated Portion, the Sub-Adviser shall be permitted to retain, subject to the Sub-Adviser’s ultimate responsibility and oversight, a third party service provider to assume primary responsibility for the coordination and execution of proxy votes, where applicable. It is acknowledged and agreed that the 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 for which it is provided notice and in which shareholders may participate related to securities currently or previously associated with the Allocated Portion. The Upon reasonable request, the Sub-Adviser shall provide disclosure to the Adviser or the Board regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies (or causes proxies to be voted) for the Fund, the Sub-Adviser shall report (or shall cause to be reported) to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies, or caused proxies to be voted, for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, shall certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

Proxy Voting. It is currently anticipated that The Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the Sub-Adviser shall not be responsible for proxy voting; however, at the request interests of the Adviser, the Sub-Adviser shall assume responsibility for Fund’s shareholders to vote or abstain from voting all proxies and making all other voting and consent determinations solicited by or with respect to the issuers of any voting securities and other instruments held in the Allocated Portion (i) Subadviser Assets. Subject to SEC guidance, the Subadviser may use recommendations from a third party in order to make voting decisions and may use a manner deemed by third party service provider to perform the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision“Third Party Proxy Voting Service Provider”). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and Custodian 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 Subadviser or another party. It is acknowledged and agreed Third Party Proxy Voting Service Provider all proxy solicitation materials that the Sub-Adviser shall not be responsible for the filing of claims (Fund or otherwise causing the Fund to participate) in class action settlements or similar proceedings in which shareholders its representatives may participate related to securities currently or previously associated with the Allocated Portionreceive. The Sub-Adviser shall provide disclosure regarding its Subadviser agrees that it has adopted written proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of the 1940 Act and the Advisers Act. The Subadviser further agrees that it will provide the Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format reasonably requested by the Board. Upon reasonable request, Subadviser shall provide the Adviser or the Administrator with all proxy voting records relating to the Subadviser Assets, including but not limited to those required by Form N-PX with respect PX. The Subadviser will also provide an annual certification, in a form reasonably acceptable to Adviser, attesting to the Allocated Portionaccuracy and completeness of such proxy voting records. During any annual period in which For the Sub-Adviser has voted proxies for the Fundavoidance of doubt, the Sub-Subadviser has sole and full discretion to vote (or not to vote) any securities constituting the Subadviser Assets and the Adviser shallwill not, as may reasonably be requested by directly or indirectly, attempt to influence the Adviser, certify as to its compliance with its proxy Subadviser’s voting policies and procedures and applicable federal statutes and regulationsdecisions.

Proxy Voting. It is currently anticipated that the The Sub-Adviser shall not be responsible for proxy voting; however, at use its good faith judgment in a manner which it reasonably believes best serves the request economic interests of the Adviser, the Sub-Adviser shall assume responsibility for each Fund’s shareholders to vote or abstain from voting all proxies and making all other voting and consent determinations solicited by or with respect to the issuers of securities and other instruments held in the Allocated Portion (i) in a manner deemed by the Assets. The Adviser shall cause to be forwarded to Sub-Adviser to be in or its designee all proxy solicitation materials that Adviser receives. Sub-Adviser agrees that it has adopted written proxy voting procedures that comply with the best interests requirements of the Fund (Advisers Act. The Sub-Adviser further agrees that it will provide the Board, as it relates the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format reasonably acceptable to the Board. Upon reasonable request, Sub-Adviser shall provide the Adviser with all proxy voting records relating to the Allocated Portion)Assets, (ii) accordance with the Subincluding but not limited to those required by Form N-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the PX. Sub-Adviser will also provide an annual certification, in exercising voting rightsa form reasonably acceptable to Adviser, attesting, to the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise best of the Sub-Adviser’s knowledge, to the accuracy and completeness of such proxy voting rights conflicts with any applicable law, regulation, administrative or judicial decisionrecords. The Sub-Adviser shall provide will not file class action claim forms for or on behalf of the Trust or any Fund or otherwise exercise any rights the Adviser or the Trust or any Fund may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Sub-Adviser, the Adviser notice reasonably and the Trust mutually agree in advance of any request writing that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to take 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 proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulationsactions.

Proxy Voting. It is currently anticipated that At the Sub-Adviser shall not be responsible for proxy voting; however, at the written request of the Adviser, the Sub-Adviser shall assume responsibility be responsible for voting proxies and making all other voting and consent determinations with respect to the issuers of securities and other instruments held in the Allocated Portion in (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), ) and (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision). The Adviser shall provide the Sub-Adviser written notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s custodian, the Administrator or another party. It is acknowledged and agreed that the Sub-Adviser shall not be responsible for the filing of claims (or otherwise causing the Fund to participate) in class action settlements or similar proceedings in which shareholders may participate related to securities currently or previously associated with the Allocated Portion. The Promptly upon the written request of the Adviser, the Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the FundFund pursuant to a written request, as contemplated in this Section 2(f), the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. 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 compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

Proxy Voting. It is currently anticipated that the Sub-Adviser shall not be responsible for proxy voting; however, at have the request of the Adviser, the Sub-Adviser shall assume sole authority and responsibility for voting all proxies and making all other voting and consent determinations with respect to on behalf of the issuers of securities and other instruments held in the Allocated Portion (i) in a manner deemed by the Sub-Adviser to be Fund in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been that are provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising and adopted by the Trust. Notwithstanding the foregoing, Sub-Adviser agrees it shall consult with Adviser, as may be reasonably requested, on proxy voting rightsmatters. Subject to applicable SEC rules and guidance, the Sub-Adviser may abstain use recommendations from a third-party in order to make voting on that particular matter. In addition, decisions and may use a third-party service provider to perform the Subvoting (a “Third-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decisionParty Proxy Voting Service Provider”). The Adviser shall provide Custodian or the Sub-Adviser notice reasonably in advance of any request that Adviser, as the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice case may state a continuing obligation)be, and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser or Third-Party Proxy Voting Service Provider all proxy solicitation materials the Fund may receive. The Sub-Adviser acknowledges and agrees it has adopted written proxy voting procedures that comply with the requirements of the Advisers Act. The Sub-Adviser further agrees it shall provide Adviser, the Trust, or the Board, with all proxy voting records relating to the securities held by the Fund and with a written report of the proxies voted during the most recent twelve (12) month period or such other period as the Adviser or Trust may designate, in a timely fashion format reasonably requested by the Fund’s custodianAdviser or Trust. Notwithstanding the foregoing, the Administrator or another party. It is acknowledged and agreed that the upon reasonable request Sub-Adviser shall not be responsible for provide the filing of claims (or otherwise causing Adviser with all proxy voting records relating to the Fund to participate) in class action settlements or similar proceedings in which shareholders may participate related to securities currently or previously associated with assets held by the Allocated PortionFund. The Sub-Adviser shall also provide disclosure regarding its an annual certification, in form and substance reasonably acceptable to Adviser and the Trust, attesting to the accuracy and completeness of such proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulationsrecords.

Proxy Voting. It is currently anticipated The Board has the authority to determine how proxies with respect to securities that are held by each Fund shall be voted, and the Board initially has determined to delegate the authority and responsibility to vote proxies for the Funds’ securities to the Adviser. The Adviser shall carry out said responsibilities in accordance with any instructions that the Sub-Board shall provide from time to time, subject to the Adviser’s obligations under the Advisers Act and the Adviser’s fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep those records relating to proxy voting as the Board reasonably may request or as may be necessary for the Funds to comply with the 1940 Act and other applicable law. Any said delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any time. The Adviser is authorized to instruct the Funds’ custodian and/or broker(s) promptly to forward to the Adviser or designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolios of the Funds (other than materials relating to legal proceedings against the Funds). The Adviser also may instruct the Funds’ custodian and/or broker(s) to provide reports of holdings in the portfolios of the Funds. The Adviser has the authority to engage service providers to assist with voting of Fund proxies. The Trust shall direct the Funds’ custodian and/or broker(s) to provide any assistance requested by the Adviser in facilitating the use of a service provider. In no event shall the Adviser have any responsibility to vote proxies that are not be responsible for proxy voting; however, at the request of received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Sub-Adviser shall assume responsibility for Adviser’s written proxy voting proxies policies and making all other procedures, may refrain from voting and consent determinations with respect to the issuers of securities and other instruments held a proxy if, in the Allocated Portion (i) in a manner deemed by the Sub-Adviser to Adviser’s discretion, refraining from voting would be in the best interests of the a Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulationsshareholders.

Proxy Voting. It is currently anticipated The parties hereby agree 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 (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s then-existing proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, to the Adviser); provided that the Sub-Adviser may abstain from Adviser’s proxy voting on that particular matter. In additionpolicies and procedures for the Allocated Portion are not, to the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise knowledge of the Sub-Adviser’s , inconsistent with the proxy voting rights conflicts with any applicable law, regulation, administrative or judicial decision. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of policies and procedures adopted by the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded provided 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 from time to participate) in class action settlements or similar proceedings in which shareholders may participate related to securities currently or previously associated with the Allocated Portiontime. The Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. The Sub-Adviser may use recommendations from a third-party in order to make voting decisions and may use a third-party service provider to execute the voting. The Adviser shall ensure that the Sub-Adviser is provided access to materials relating to such proxies in a timely fashion by the Custodian, the Administrator or another party. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall shall, upon request, report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

Proxy Voting. It is currently anticipated Pursuant to Board authority, the Adviser has the delegated authority to determine how proxies with respect to securities that are held by each Fund shall be voted, and the Adviser may delegate the authority and responsibility to vote proxies for the Fund’s securities to the Subadviser. So long as proxy voting authority for the Fund has been delegated to the Subadviser, the Subadviser shall exercise the Subadviser’s proxy voting responsibilities. The Subadviser shall carry out said responsibility in accordance with any guidance that the Sub-Board or the Adviser shall not provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and the Subadviser’s fiduciary responsibilities to the Trust. The Subadviser shall provide quarterly reports and keep those records relating to proxy voting as the Board reasonably may request or as may be responsible necessary for the Fund to comply with the 1940 Act and other applicable law. Any said delegation of proxy voting; however, voting responsibility to the Subadviser may be revoked or modified by the Board or the Adviser at the request of the Adviser, the Sub-any time. The Adviser shall assume responsibility for voting proxies and making all other voting and consent determinations provide such assistance to the Subadviser with respect to the issuers voting of proxies for the Fund as the Subadviser from time to time reasonably may request, and the Adviser promptly shall forward to the Subadviser any information or documents necessary for the Subadviser to exercise the Subadviser’s proxy voting responsibilities. The Subadviser is authorized to instruct the Fund’s custodian and/or broker(s) promptly to forward to the Subadviser or designated service provider copies of all proxies and shareholder communications relating to securities and other instruments held in the Allocated Portion portfolio of the Fund (iother than materials relating to legal proceedings against the Fund). The Subadviser also may instruct the Fund’s custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Subadviser has the authority to engage a manner deemed service provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund’s custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser Subadviser in facilitating the use of a service provider. In no event shall the Subadviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Subadviser, consistent with the Subadviser’s written proxy voting policies and procedures, may refrain from voting a proxy if, in the Subadviser’s discretion, refraining from voting would be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulationsshareholders.

Proxy Voting. It is currently anticipated that the Sub-The Adviser shall not be responsible for proxy voting; however, at use its good faith judgment in a manner which it reasonably believes best serves the request interests of the Adviser, the Sub-Adviser shall assume responsibility for Portfolio’s shareholders to vote or abstain from voting all proxies and making all other voting and consent determinations solicited by or with respect to the issuers of securities and other instruments held in the Allocated Portion (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decisionAssets. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and Manager 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 partyall proxy solicitation materials that Manager receives. It is acknowledged and agreed Adviser agrees 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 it has adopted written proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of the 1940 Act and the Advisers Act. The Adviser shall have discretion to delegate such voting authority, subject to the Adviser’s guidance. The Manager hereby agrees that the Adviser will not be responsible or liable for failure to exercise such proxy voting discretion, and shall not incur any liability as a result of the Adviser or such proxy voting service not receiving such proxies or related shareholder communications from the Manager or the Custodian on a timely basis. The Adviser further agrees that it will provide the Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format that shall comply with the 1940 Act. Upon reasonable request, Adviser shall provide the Manager with all proxy voting records relating to the Allocated Assets, including but not limited to those required by Form N-PX with respect PX. Adviser will also provide an annual certification, in a form reasonably acceptable to Manager, attesting 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 compliance with its accuracy and completeness of such proxy voting policies and procedures and applicable federal statutes and regulationsrecords.

Proxy Voting. It is currently anticipated that The Adviser hereby authorizes the Sub-Adviser shall not be responsible for proxy voting; however, at to use its good faith judgment in a manner which it reasonably believes best serves the request economic interests of the Adviser, the Sub-Adviser shall assume responsibility for each Fund’s shareholders to vote or abstain from voting all proxies and making all other voting and consent determinations solicited by or with respect to the issuers of securities and other instruments held in the Allocated Portion (i) Assets in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided as in effect from time to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decisiontime. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s custodian, the Administrator or another party. It is acknowledged and agreed its designee all proxy solicitation materials 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 receives. The Sub- Adviser agrees that it has adopted written proxy voting procedures that comply with the Allocated Portionrequirements of the Advisers Act. The Sub-Adviser shall further agrees that it will provide disclosure regarding its proxy voting policies and procedures in accordance the Board, as the Board may reasonably request, with the requirements of Form N-1A for inclusion in the Registration Statement a written report of the Trustproxies voted during the most recent 12-month period or such other period as the Board may designate, in a format reasonably acceptable to the Board. To the extent that the Sub-Adviser votes proxies for the FundUpon reasonable request, the Sub-Adviser shall report provide the Adviser with all proxy voting records relating to the Allocated Assets, including but not limited to those required by Form N- PX. The Sub-Adviser will also provide an annual certification, in a form mutually agreeable to the Adviser in a timely manner a record and the Sub-Adviser, attesting, to the best of all proxies votedthe Sub-Adviser’s knowledge, in to the accuracy and completeness of such form and format that permits proxy voting records. The Adviser, on behalf of the Fund to comply with the requirements of Fund, shall be responsible for making any required 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 compliance with its proxy voting policies and procedures and applicable federal statutes and regulationsfilings.

Proxy Voting. It is currently anticipated The parties hereby agree 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 (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s then-existing proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, to the Sub-Adviser may abstain from voting on Adviser); provided that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s proxy voting rights conflicts policies and procedures for the Allocated Portion are not inconsistent with any applicable law, regulation, administrative or judicial decision. The Adviser shall provide the proxy voting policies and procedures adopted by the Fund and provided to the Sub-Adviser notice reasonably in advance of any request that the from time to time. Sub-Adviser assume responsibility will be provided access to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s custodian, the Administrator or another partyproxy agent. It is acknowledged and agreed that the The Sub-Adviser shall not be responsible for may use recommendations from a third party in order to make voting decisions and may use a third party service provider to execute 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 Portionvoting. The Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

Proxy Voting. It is currently anticipated that If proxy voting applies to the Sub-Adviser Subadviser Assets, the Subadviser will comply with the provisions in this section as follows. The Subadviser shall not be responsible for proxy voting; however, at use its good faith judgment in a manner which it reasonably believes best serves the request interests of the Adviser, the Sub-Adviser shall assume responsibility for Fund’s shareholders to vote or abstain from voting all proxies and making all other voting and consent determinations solicited by or with respect to the issuers of any voting securities and other instruments held in the Allocated Portion (i) Subadviser Assets. Subject to applicable SEC guidance, the Subadviser may use recommendations from a third party in order to make voting decisions and may use a manner deemed by third party service provider to perform the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision“Third Party Proxy Voting Service Provider”). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and Custodian 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 Subadviser or another party. It is acknowledged and agreed Third Party Proxy Voting Service Provider all proxy solicitation materials that the Sub-Adviser shall not be responsible for the filing of claims (Fund or otherwise causing the Fund to participate) in class action settlements or similar proceedings in which shareholders its representatives may participate related to securities currently or previously associated with the Allocated Portionreceive. The Sub-Adviser shall provide disclosure regarding its Subadviser agrees that it has adopted written proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of the 1940 Act and the Advisers Act. The Subadviser further agrees that it will provide, as applicable, the Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format reasonably requested by the Board. Upon reasonable request, Subadviser shall provide the Adviser or the Administrator with all proxy voting records relating to the Subadviser Assets, including but not limited to those required by Form N-PX with respect PX. The Subadviser will also provide an annual certification, in a form reasonably acceptable to Adviser, attesting to the Allocated Portionaccuracy and completeness of such proxy voting records. During any annual period in which For the Sub-Adviser has voted proxies for the Fundavoidance of doubt, the Sub-Subadviser has sole and full discretion to vote (or not to vote) any securities constituting the Subadviser Assets and the Adviser shallwill not, as may reasonably be requested by directly or indirectly, attempt to influence the Adviser, certify as to its compliance with its proxy Subadviser’s voting policies and procedures and applicable federal statutes and regulationsdecisions.

Proxy Voting. It is currently anticipated that the The Sub-Adviser shall not be responsible for proxy voting; however, at the request of the Adviser upon commercially reasonable prior written notice to the Sub-Adviser, the Sub-Adviser shall 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 (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), ) and (ii) accordance with the Sub-Adviser’s then-existing proxy voting policies and procedures (a copy of which has been will be provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, to the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund Allocated Portion in accordance with the Sub-Adviser’s proxy voting policies and procedures (it being understood that a single notice may state a continuing obligation), ) and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser Adviser, or to a third-party service provider designated by the Sub-Adviser, in a timely fashion by the Fund’s custodiancustodian (the “Custodian”), the Administrator or another party. In addition, to the extent the Sub-Adviser is requested by the Adviser to vote proxies in respect of the Allocated Portion, the Sub-Adviser shall be permitted to retain, subject to the Sub-Adviser’s ultimate responsibility and oversight, a third party service provider to assume primary responsibility for the coordination and execution of proxy votes, where applicable. It is acknowledged and agreed that the 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 for which it is provided notice and in which shareholders may participate related to securities currently or previously associated with the Allocated Portion. The Upon reasonable request, the Sub-Adviser shall provide disclosure to the Adviser or the Board regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies (or causes proxies to be voted) for the Fund, the Sub-Adviser shall report (or shall cause to be reported) to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies, or caused proxies to be voted, for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, shall certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

Proxy Voting. It is currently anticipated The parties hereby agree 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 (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), ) and (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that), in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on provided that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s proxy voting rights conflicts are not inconsistent with any applicable law, regulation, administrative or judicial decisionthe proxy voting policies adopted by the Fund and provided to the Sub-Adviser from time to time. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 proxy voting policies and procedures in accordance with the requirements of Form N-1A N- 1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, shall certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

Proxy Voting. It is currently anticipated The parties hereby agree 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 (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s then-existing proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rightsto the Adviser); provided that, as of the date hereof, the Sub-Adviser may abstain from Adviser’s proxy voting on that particular matter. In additionpolicies and procedures for the Allocated Portion are not, to the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise knowledge of the Sub-Adviser’s , inconsistent with the proxy voting rights conflicts with any applicable law, regulation, administrative or judicial decision. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of policies and procedures adopted by the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded provided 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 PortionAdviser. The Sub-Adviser shall shall, upon request, provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. The Sub-Adviser may use recommendations from a third-party in order to make voting decisions and may use a third-party service provider to execute the voting. The Adviser shall be responsible for giving the Sub-Adviser access to the Fund’s proxy voting portal. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

Proxy Voting. It is currently anticipated Pursuant to Board authority, the Adviser has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Adviser may delegate the authority and responsibility to vote proxies for the Fund's securities to the Sub-Adviser. So long as proxy voting authority for the Fund has been delegated to the Sub-Adviser, the Adviser shall provide such assistance to the Sub-Adviser shall not be responsible with respect to the voting of proxies for proxy voting; however, at the request of the Adviser, Fund as the Sub-Adviser may from time to time reasonably request, and the Adviser shall assume promptly forward to the Sub-Adviser any information or documents necessary for the Sub-Adviser to exercise its proxy voting responsibilities. The Sub-Adviser shall carry out such responsibility in accordance with any instructions that the Board or the Adviser shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act or any successor rule and its fiduciary responsibilities to the Trust. The Sub-Adviser shall provide periodic reports and keep such records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Sub-Adviser may be revoked or modified by the Board or the Adviser at any time. The Sub-Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Sub-Adviser, or the Fund's designated service provider, copies of all proxies and making all other voting and consent determinations with respect shareholder communications relating to the issuers of securities and other instruments held in the Allocated Portion portfolio of a Fund (iother than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser has the authority to engage a manner deemed service provider on behalf of the Fund and at the Fund's expense to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub-Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Sub-Adviser, consistent with the Sub-Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Sub-Adviser's discretion, refraining from voting would be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulationsshareholders.

Proxy Voting. It is currently anticipated that the The Sub-Adviser shall not be responsible for proxy voting; however, at use its good faith judgment in a manner which it reasonably believes best serves the request economic interests of the Adviser, the Sub-Adviser shall assume responsibility for each Fund’s shareholders to vote or abstain from voting all proxies and making all other voting and consent determinations solicited by or with respect to the issuers of securities and other instruments held in the Allocated Portion (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decisionAssets. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s custodian, the Administrator or another party. It is acknowledged and agreed its designee all proxy solicitation materials 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 Portionreceives. The Sub-Adviser shall provide disclosure regarding its agrees that it has adopted written proxy voting policies and procedures in accordance that comply with the requirements of Form N-1A for inclusion in the Registration Statement of the TrustAdvisers Act. To the extent that the The Sub-Adviser votes further agrees that it will provide the Board, as the Board may reasonably request, with a written report of the proxies for voted during the Fundmost recent 12-month period or such other period as the Board may designate, in a format reasonably acceptable to the Board. Upon reasonable request, the Sub-Adviser shall report provide the Adviser with all proxy voting records relating to the Adviser in a timely manner a record of all proxies votedAllocated Assets, in such form and format that permits the Fund including but not limited to comply with the requirements of those required by Form N-PX PX. The Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting, to the best of the Sub-Adviser’s knowledge, to the accuracy and completeness of such proxy voting records. The Sub-Adviser will not file class action claim forms for or on behalf of the Trust or any Fund or otherwise exercise any rights the Adviser or the Trust or any Fund may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, each Fund, unless the Allocated Portion. During any annual period Sub-Adviser, the Adviser and the Trust mutually agree in which writing that 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 compliance with its proxy voting policies and procedures and applicable federal statutes and regulationstake such actions.

Proxy Voting. It is currently anticipated The parties hereby agree that the Sub-Adviser shall not be responsible for proxy votingvoting in respect of the issuers of securities and other instruments held in the Allocated Portion; 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 (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), ) and (ii) accordance with the Sub-Adviser’s then existing proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

Proxy Voting. It is currently anticipated that the Sub-Adviser The Subadviser shall not be responsible for proxy voting; however, at the request of the Adviser, the Sub-Adviser shall assume responsibility for vote or abstain from voting all proxies and making all other voting and consent determinations solicited by or with respect to the issuers of any voting securities and other instruments held in the Allocated Portion (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 proxy voting policies and procedures Subadviser Assets in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures as in effect from time to time. Subject to the applicable SEC guidance, the Subadviser may use recommendations from a third party in order to make voting decisions and applicable federal statutes may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded to the Subadviser or Third Party Proxy Voting Service Provider all proxy solicitation materials that the Fund or its representatives may receive. The Subadviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and regulationsthe Advisers Act. The Subadviser further agrees that it will provide the Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format reasonably requested by the Board. Upon reasonable request, Subadviser shall provide the Adviser or the Administrator with all proxy voting records relating to the Subadviser Assets, including but not limited to those required by Form N-PX. The Subadviser will also provide an annual certification, in a form reasonably acceptable to Adviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Subadviser has sole and full discretion to vote (or not to vote) any securities constituting the Subadviser Assets and the Adviser will not, directly or indirectly, attempt to influence the Subadviser’s voting decisions. The Subadviser will not be responsible for making any class action filings on behalf of the Fund. The Subadviser shall promptly provide the Adviser with any information it receives regarding class action claims or any other legal matters involving any asset held in the Subadviser Assets and shall cooperate with the Adviser to the extent necessary for the Adviser to pursue or participate in any such action.

Proxy Voting. It is currently anticipated Pursuant to Board authority, the Adviser has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Adviser may delegate the authority and responsibility to vote proxies for the Fund's securities to the Sub-Adviser. So long as proxy voting authority for the Fund has been delegated to the Sub-Adviser, the Adviser shall provide such assistance to the Sub-Adviser with respect to the voting of proxies for the Fund as the Sub-Adviser may from time to time reasonably request, and the Adviser shall not be responsible promptly forward to the Sub-Adviser any information or documents necessary for the Sub-Adviser to exercise its proxy voting; howevervoting responsibilities. The Sub-Adviser shall carry out such responsibility at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust, at in accordance with written policies and procedures adopted by the request Sub-Adviser, subject to the ultimate authority of the AdviserBoard or the Adviser to direct the Sub-Adviser with respect to voting a particular way on a particular proxy. Upon request, the Sub-Adviser shall assume provide the Adviser with a copy of its written proxy voting policies and procedures and as such may be amended from time to time. The Sub-Adviser shall provide periodic reports and keep such records relating to proxy voting as the Adviser and the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Sub-Adviser may be revoked or modified by the Board or the Adviser at any time. Unless and until otherwise directed by the Adviser or the Board the Sub-Adviser shall be responsible for voting the Fund's proxies and making exercising all other voting and consent determinations applicable rights of the Fund as a security holder in connection with respect corporate actions or other transactions relating to the issuers Fund's portfolio holdings. The Sub-Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Sub-Adviser or designated service provider copies of all proxies and shareholder communications relating to securities and other instruments held in the Allocated Portion portfolio of a Fund (iother than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser has the authority to engage a manner deemed service provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub-Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Sub-Adviser, consistent with the Sub-Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Sub-Adviser's discretion, refraining from voting would be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulationsshareholders.

Proxy Voting. It is currently anticipated Pursuant to Board authority, the Adviser has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Adviser has initially determined to delegate the authority and responsibility to vote proxies for the Fund’s securities to the Sub-Adviser. So long as proxy voting authority for the Fund has been delegated to the Sub-Adviser, the Adviser shall provide such assistance to the Sub-Adviser shall not be responsible with respect to the voting of proxies for proxy voting; however, at the request of the Adviser, Fund as the Sub-Adviser may from time to time reasonably request, and the Adviser shall assume promptly forward to the Sub- Adviser any information or documents necessary for the Sub-Adviser to exercise its proxy voting responsibilities. The Sub-Adviser shall carry out such responsibility in accordance with any instructions that the Board or the Adviser shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Sub-Adviser shall provide periodic reports and keep such records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Sub-Adviser may be revoked or modified by the Board or the Adviser at any time. The Sub-Adviser is authorized to instruct the Fund’s custodian and/or broker(s) to forward promptly to the Sub-Adviser or designated service provider copies of all proxies and making all other voting and consent determinations with respect shareholder communications relating to the issuers of securities and other instruments held in the Allocated Portion portfolio of a Fund (iother than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund’s custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser has the authority to engage a manner deemed service provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund’s custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub- Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Sub-Adviser, consistent with the Sub-Adviser’s written proxy voting policies and procedures, may refrain from voting a proxy if, in the Sub- Adviser’s discretion, refraining from voting would be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulationsshareholders.

Proxy Voting. It is currently anticipated that The Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the Sub-Adviser shall not be responsible for proxy voting; however, at the request interests of the Adviser, the Sub-Adviser shall assume responsibility for Fund’s shareholders to vote or abstain from voting all proxies and making all other voting and consent determinations solicited by or with respect to the issuers of any voting securities and other instruments held in the Allocated Portion (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates Subadviser Assets. Subject to the Allocated Portion)Subadviser’s SEC guidance, (ii) accordance with the Sub-Adviser’s proxy Subadviser may use recommendations from a third party in order to make voting policies decisions and procedures may use a third party service provider to perform the voting (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision“Third Party Proxy Voting Service Provider”). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and Custodian 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 Subadviser or another party. It is acknowledged and agreed Third Party Proxy Voting Service Provider all proxy solicitation materials that the Sub-Adviser shall not be responsible for the filing of claims (Fund or otherwise causing the Fund to participate) in class action settlements or similar proceedings in which shareholders its representatives may participate related to securities currently or previously associated with the Allocated Portionreceive. The Sub-Adviser shall provide disclosure regarding its Subadviser agrees that it has adopted written proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of the 1940 Act and the Advisers Act. The Subadviser further agrees that it will provide the Board, as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format reasonably requested by the Board. Upon reasonable request, Subadviser shall provide the Adviser or the Administrator with all proxy voting records relating to the Subadviser Assets, including but not limited to those required by Form N-PX with respect PX. The Subadviser will also provide an annual certification, in a form reasonably acceptable to Adviser, attesting to the Allocated Portionaccuracy and completeness of such proxy voting records. During any annual period in which For the Sub-Adviser has voted proxies for the Fundavoidance of doubt, the Sub-Subadviser has sole and full discretion to vote (or not to vote) any securities constituting the Subadviser Assets and the Adviser shallwill not, as may reasonably be requested by directly or indirectly, attempt to influence the Adviser, certify as to its compliance with its proxy Subadviser’s voting policies and procedures and applicable federal statutes and regulationsdecisions.

Proxy Voting. It is currently anticipated Pursuant to Board authority, the Adviser has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Adviser has initially determined to delegate the authority and responsibility to vote proxies for the Fund's securities to the Sub-Adviser. So long as proxy voting authority for the Fund has been delegated to the Sub-Adviser, the Adviser shall provide such assistance to the Sub-Adviser shall not be responsible with respect to the voting of proxies for proxy voting; however, at the request of the Adviser, Fund as the Sub-Adviser may from time to time reasonably request, and the Adviser shall assume promptly forward to the Sub- Adviser any information or documents necessary for the Sub-Adviser to exercise its proxy voting responsibilities. The Sub-Adviser shall carry out such responsibility in accordance with any instructions that the Board or the Adviser shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Sub-Adviser shall provide periodic reports and keep such records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Sub-Adviser may be revoked or modified by the Board or the Adviser at any time. The Sub-Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Sub-Adviser or designated service provider copies of all proxies and making all other voting and consent determinations with respect shareholder communications relating to the issuers of securities and other instruments held in the Allocated Portion portfolio of a Fund (iother than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser has the authority to engage a manner deemed service provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub- Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Sub-Adviser, consistent with the Sub-Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Sub- Adviser's discretion, refraining from voting would be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulationsshareholders.

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 (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), ) and (ii) in accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decisioneffect at such time. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s custodian, the Administrator or another party. It is acknowledged and agreed that In addition, at the request of the Adviser, 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 promptly provide copies of any such filings made on behalf of the Fund and respond to inquires by the Adviser or the Board regarding such filings. Upon reasonable request, the Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, shall certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

Proxy Voting. It is currently anticipated that the The Sub-Adviser shall not be responsible for proxy voting; however, at the request of the Adviser upon commercially reasonable prior written notice to the Sub-Adviser, the Sub-Adviser shall assume responsibility be responsible for voting proxies and making all other voting and consent determinations with respect to the issuers of securities and other instruments held in the Allocated Portion in (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), ) and (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund Allocated Portion in accordance with the Sub-Adviser’s proxy voting policies and procedures (it being understood that a single notice may state a continuing obligation), ) and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser Adviser, or to a third-party service provider designated by the Sub-Adviser, in a timely fashion by the Fund’s custodiancustodian (the “Custodian”), the Administrator or another party. It In addition, to the extent the Sub-Adviser is acknowledged and agreed that requested by the Adviser to vote proxies in respect of the Allocated Portion, the Sub-Adviser shall not be permitted to retain, subject to the Sub-Adviser’s ultimate responsibility and oversight, a third party service provider to assume primary responsibility for the coordination and execution of proxy votes, where applicable. The Sub-Adviser shall be responsible for the filing of claims (or otherwise causing the Fund to participate) in class action settlements or similar proceedings for which it is provided notice and in which shareholders may participate related to securities currently or previously associated with the Allocated Portion. The Sub-Adviser shall promptly provide copies of any such filings made on behalf of the Fund and respond to inquiries by the Adviser or the Board regarding such filings. Upon reasonable request, the Sub-Adviser shall provide disclosure to the Adviser or the Board regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies (or causes proxies to be voted) for the Fund, the Sub-Adviser shall report (or shall cause to be reported) to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies, or caused proxies to be voted, for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, shall certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

Proxy Voting. It is currently anticipated The parties hereby agree that the Sub-Adviser shall not be responsible for proxy voting; howevervoting in respect of the issuers of securities and other instruments held in the Allocated Portion. Notwithstanding the foregoing, at the reasonable request of the Adviser, the 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 (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), ) and (ii) accordance with the Sub-Adviser’s then-existing proxy voting policies and procedures (a copy of which has been will be provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, to the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify shall confirm as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

Proxy Voting. It is currently anticipated Pursuant to Board authority, the Adviser has the delegated authority to determine how proxies with respect to securities that are held by a Fund shall be voted, and the Adviser may delegate the authority and responsibility to vote proxies for the Fund’s securities to the Sub-Adviser shall not be responsible Adviser. So long as proxy voting authority for proxy voting; however, at a Fund has been delegated to the request of the Sub-Adviser, the Sub-Adviser shall assume exercise the Sub-Adviser’s proxy voting responsibilities. The Sub-Adviser shall carry out said responsibility in accordance with any instructions that the Board or the Adviser shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and the Sub-Adviser’s fiduciary responsibilities to the Trust. The Sub-Adviser shall provide periodic reports and keep those records relating to proxy voting as the Board reasonably may request or as may be necessary for the Funds to comply with the 1940 Act and other applicable law. Any said delegation of proxy voting proxies and making all other voting and consent determinations responsibility to the Sub-Adviser may be revoked or modified by the Board or the Adviser at any time. The Adviser shall provide such assistance to the Sub-Adviser with respect to the issuers voting of proxies for the Funds as the Sub-Adviser from time to time reasonably may request, and the Adviser promptly shall forward to the Sub-Adviser any information or documents necessary for the Sub-Adviser to exercise the Sub-Adviser’s proxy voting responsibilities. The Sub-Adviser is authorized to instruct the Funds’ custodian and/or broker(s) promptly to forward to the Sub-Adviser or designated service provider copies of all proxies and shareholder communications relating to securities and other instruments held in the Allocated Portion portfolio of the Funds (iother than materials relating to legal proceedings against a Fund). The Sub-Adviser also may instruct the Funds’ custodian and/or broker(s) to provide reports of holdings in the portfolio of the Funds. The Sub-Adviser has the authority to engage a manner deemed service provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Funds’ custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub-Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Sub-Adviser, consistent with the Sub-Adviser’s written proxy voting policies and procedures, may refrain from voting a proxy if, in the Sub-Adviser’s discretion, refraining from voting would be in the best interests of the Fund (as it relates to Funds and the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulationsFunds’ shareholders.

Proxy Voting. It is currently anticipated Pursuant to Board authority, the Adviser has the authority to determine how proxies with respect to investment instruments that are held by the Funds shall be voted, and the Adviser may delegate the authority and responsibility to vote proxies for each Fund's investment instruments to the Sub-Adviser. So long as proxy voting authority for each Fund has been delegated to the Sub-Adviser, the Adviser shall provide such assistance to the Sub-Adviser shall not be responsible with respect to the voting of proxies for proxy voting; however, at the request of the Adviser, Fund as the Sub-Adviser may from time to time reasonably request, and the Adviser shall assume responsibility for voting proxies and making all other voting and consent determinations with respect promptly forward to the issuers of securities and other instruments held in the Allocated Portion (i) in a manner deemed by Sub-Adviser any information or documents necessary for the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s exercise its proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decisionresponsibilities. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s custodian, the Administrator or another party. It is acknowledged and agreed that the Sub-Adviser shall not be responsible for carry out such responsibility in accordance with any instructions that the filing of claims (Board or otherwise causing the Fund Adviser shall provide from time to participate) time, and at all times in class action settlements or similar proceedings in which shareholders may participate related a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to securities currently or previously associated with the Allocated PortionTrust. The Sub-Adviser shall provide disclosure regarding the Adviser with a copy of its written proxy voting policies and procedures in accordance and as such may be amended from time to time. The Sub-Adviser shall provide to the Adviser and the Board periodic reports and keep such records relating to proxy voting as the Board may reasonably request or as may be necessary for the Funds to comply with the requirements 1940 Act and other applicable law. Any such delegation of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that proxy voting responsibility to the Sub-Adviser votes proxies for may be revoked or modified by the FundBoard or the Adviser at any time. Unless and until otherwise directed by the Adviser or the Board, the Sub-Adviser shall report be responsible for voting of the Funds' proxies and exercising all other applicable rights of the Funds as security holders in connection with corporate actions or other transactions relating to the Funds' portfolio holdings. The Sub-Adviser in a timely manner a record of all proxies voted, in such form and format that permits is authorized to instruct the Fund Funds' custodian and/or broker(s) to comply with the requirements of Form N-PX with respect forward promptly to the Allocated Portion. During any annual period in which the Sub-Adviser has voted or designated service providers copies of all proxies for and shareholder communications relating to investment instruments held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Funds' custodian and/or broker(s) to provide reports of holdings in the portfolio of the Funds. The Sub-Adviser has the authority to engage a service provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Funds' custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub-Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Sub-Adviser, consistent with the Sub-Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Sub-Adviser's discretion, refraining from voting would be in the best interests of a Fund and its shareholders. Unless the Sub-Adviser otherwise agrees in writing, the Sub-Adviser shallwill not advise or take any action on behalf of a Fund in any contemplated or actual legal proceedings, as may reasonably including but not limited to bankruptcies, tax reclaims or class actions (including the filing of proofs of claim), and the Sub-Adviser will not be requested by responsible for determining the AdviserFund's eligibility to participate in any such proceeding with respect to any securities or other instruments held or formerly held in the Fund, certify as to its compliance or for taking any action in connection with its proxy voting policies such proceeding, and procedures and applicable federal statutes and regulationsthe Trust expressly reserves this authority for itself.

Proxy Voting. It is currently anticipated 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 such assistance to the Adviser with respect to the voting of proxies for the Funds as the Adviser may from time to time reasonably request, and the Sub-Adviser shall promptly forward to the Adviser any information or documents necessary for the Adviser to exercise its proxy voting responsibilities. The Sub-Adviser has adopted and implemented, and will maintain, written policies and procedures that it believes are reasonably designed to ensure that it votes each Fund's securities in the best interests of that Fund, including procedures to address material conflicts that may arise between the interests of the Sub-Adviser and those of the Fund. The Sub-Adviser shall carry out such responsibility in accordance with any written instructions that the Board or the Adviser shall provide from time to time and shall provide such reports and keep such records relating to proxy voting as the Board may reasonably request or as may be necessary for the Funds to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Sub-Adviser may be revoked or modified in writing by the Board or the Adviser at any time. The Sub-Adviser shall not be responsible for proxy voting; howeveradvising or acting for the Adviser in legal proceedings, at including but not limited to class actions, settlements and related proofs of claim, or bankruptcies, involving securities purchased or held by the request of the Adviser, Fund. Should the Sub-Adviser shall assume responsibility receive notices or related materials for voting proxies and making all other voting and consent determinations with respect to the issuers of Fund involving securities and other instruments held in the Allocated Portion (i) in a manner deemed purchased by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report use commercially reasonable efforts to transmit copies of such notices to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits Adviser's current custodian for the Fund to comply with the requirements of Form N-PX with respect to the Allocated PortionFund. During any annual period in which the The Sub-Adviser has voted proxies shall not incur any liability for any delay or failure to timely provide such notices or related materials to the Adviser's current custodian for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

Proxy Voting. It Employer Securities. When the Plan Sponsor files preliminary or final proxy solicitation materials with the Securities and Exchange Commission, the Plan Sponsor shall cause a copy of all materials to be simultaneously sent to the Responsible Fiduciary. Based on these materials, the Responsible Fiduciary will ensure that a voting instruction form is currently anticipated prepared. At the time of mailing of notice of each annual or special stockholders’ meeting of the Plan Sponsor, the Plan Sponsor shall cause a copy of the notice and all proxy solicitation materials to be sent to each Participant and Beneficiary with an interest in Employer Securities held in the Trust, together with the foregoing voting instruction form to be returned to the Responsible Fiduciary or its designee. The Responsible Fiduciary shall provide the Trustee with a copy of any materials provided to the Participants and Beneficiaries and shall certify to the Trustee that the Sub-Adviser materials have been mailed or otherwise sent to the Participants and Beneficiaries. Each Participant and Beneficiary with an interest in Employer Securities held in the Trust shall have the right to direct the manner in which to vote the number of shares of the Employer Securities reflecting such Participant’s or Beneficiary’s proportional interest in the Employer Securities held in the Trust (both vested and unvested). Directions from a Participant or Beneficiary to the Responsible Fiduciary concerning the voting of the Employer Securities shall be communicated in a then acceptable written format. These directions shall be held in confidence by the Responsible Fiduciary and shall not be responsible for proxy voting; howeverdivulged to the Plan Sponsor, at the request or any officer or employee thereof, or any other person. Upon its receipt of the Adviserdirections, the Sub-Adviser Responsible Fiduciary shall assume responsibility for voting proxies and making all other voting and consent determinations with respect direct the Trustee on how to vote the issuers shares of securities and other instruments the Employer Securities reflecting the Participant’s or Beneficiary’s proportional interest in the Employer Securities held in the Allocated Portion (i) in a manner deemed Trust as directed by the Sub-Adviser to be Participant. If applicable, select Option 1, 2 or 3: Option #1: Shares of the Employer Securities reflecting Participant’s or Beneficiary’s proportional interest in the best interests Employer Securities held in the Trust (both vested and unvested) for which it has received no directions from Participants or Beneficiaries shall be voted in the same proportion on each issue as it votes those shares for which it received voting directions from Participants and Beneficiaries. Shares of the Fund (Employer Securities not credited to Participants’ or Beneficiaries’ Accounts shall be voted in the same proportion on each issue as it relates votes those shares credited to Participants’ or Beneficiaries’ Accounts for which it received voting directions from Participants or Beneficiaries. If the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy Responsible Fiduciary determines that it would be imprudent to vote shares of which has been provided to the Adviser) and (iii) considering that, Employer Securities in the case manner described herein, he or she will change the manner in which shares are voted so as to comply with his or her fiduciary responsibilities under the applicable law. Option #2: Shares of any potential the Employer Securities reflecting Participants’ or actual conflict of Beneficiaries’ proportional interest in any matter to be considered by the Sub-Adviser Employer Securities held in exercising voting rights, the Sub-Adviser may abstain Trust (both vested and unvested) for which it has received no directions from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative Participants or judicial decision. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s custodian, the Administrator or another party. It is acknowledged and agreed that the Sub-Adviser Beneficiarys shall not be responsible for voted. Shares of the filing Employer Securities held in the Trust that are not credited to Participants’ or Beneficiaries’ Accounts shall not be voted. If the Responsible Fiduciary determines that it would be imprudent to vote shares of claims (Employer Securities in the manner described herein, he or otherwise causing she will change the Fund to participate) in class action settlements or similar proceedings manner in which shareholders may participate related to securities currently or previously associated with the Allocated Portion. The Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund shares are voted so as to comply with his or her fiduciary responsibilities under the requirements applicable law. Option #3: Shares of Form N-PX with respect the Employer Securities, held in the Trust, irregardless of if the shares are credited to the Allocated Portion. During any annual period in which the Sub-Adviser has Participants’ or Beneficiaries’ Accounts, shall be voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulationsResponsible Fiduciary.

Proxy Voting. It is currently anticipated that the Sub-Adviser shall not be responsible for proxy voting; however, at At the request of the Adviser, the Sub-Adviser shall assume responsibility be responsible for voting proxies and making all other voting and consent determinations with respect to the issuers of securities and other instruments held in the Allocated Portion in (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), ) and (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s custodian, the Administrator or another party. It is acknowledged and agreed that In addition, at the request of the Adviser, 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 promptly provide copies of any such filings made on behalf of the Fund and respond to inquires by the Adviser or the Board regarding such filings. The Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, shall certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

Proxy Voting. It is currently anticipated The parties hereby agree 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 (i) in a manner deemed by the Sub-Adviser to be in the best interests of the Fund (as it relates to the Allocated Portion), ) and (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, shall certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.

Proxy Voting. It is currently anticipated Pursuant to Board authority, the Adviser has the delegated authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Adviser may delegate the authority and responsibility to vote proxies for the Fund’s securities to the Sub-Adviser shall not be responsible Adviser. So long as proxy voting authority for proxy voting; however, at the request of Fund has been delegated to the Sub-Adviser, the Sub-Adviser shall assume exercise the Sub-Adviser’s proxy voting responsibilities. The Sub-Adviser shall carry out said responsibility in accordance with any instructions that the Board or the Adviser shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and the Sub-Adviser’s fiduciary responsibilities to the Trust. The Sub-Adviser shall provide periodic reports and keep those records relating to proxy voting as the Board reasonably may request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any said delegation of proxy voting proxies and making all other voting and consent determinations responsibility to the Sub-Adviser may be revoked or modified by the Board or the Adviser at any time. The Adviser shall provide such assistance to the Sub-Adviser with respect to the issuers voting of proxies for the Fund as the Sub-Adviser from time to time reasonably may request, and the Adviser promptly shall forward to the Sub-Adviser any information or documents necessary for the Sub-Adviser to exercise the Sub-Adviser’s proxy voting responsibilities. The Sub-Adviser is authorized to instruct the Fund’s custodian and/or broker(s) promptly to forward to the Sub-Adviser or designated service provider copies of all proxies and shareholder communications relating to securities and other instruments held in the Allocated Portion portfolio of the Fund (iother than materials relating to legal proceedings against the Fund). The Sub-Adviser also may instruct the Fund’s custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser has the authority to engage a manner deemed service provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund’s custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub-Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Sub-Adviser, consistent with the Sub-Adviser’s written proxy voting policies and procedures, may refrain from voting a proxy if, in the Sub-Adviser’s discretion, refraining from voting would be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulationsshareholders.

Proxy Voting. It is currently anticipated Pursuant to Board authority, the Adviser has the authority to determine how proxies with respect to securities that are held by the Fund shall be voted, and the Adviser may delegate the authority and responsibility to vote proxies for the Fund's securities to the Sub-Adviser. So Jong as proxy voting authority for the Fund has been delegated to the Sub-Adviser, the Adviser shall provide such assistance to the Sub-Adviser shall not be responsible with respect to the voting of proxies for proxy voting; however, at the request of the Adviser, Fund as the Sub-Adviser may from time to time reasonably request, and the Adviser shall assume promptly forward to the Sub- Adviser any information or documents necessary for the Sub-Adviser to exercise its proxy voting responsibilities. The Sub-Adviser shall carry out such responsibility in accordance with any instructions that the Board or the Adviser shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Sub-Adviser shall provide periodic reports and keep such records relating to proxy voting as the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Sub-Adviser may be revoked or modified by the Board or the Adviser at any time. The Sub-Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Sub-Adviser or designated service provider copies of all proxies and making all other voting and consent determinations with respect shareholder communications relating to the issuers of securities and other instruments held in the Allocated Portion portfolio of a Fund (iother than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser has the authority to engage a manner deemed service provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub- Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Sub-Adviser, consistent with the Sub-Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Sub- Adviser's discretion, refraining from voting would be in the best interests of the Fund (as it relates to the Allocated Portion), (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures (a copy of which has been provided to the Adviser) and (iii) considering that, in the case of any potential or actual conflict of interest in any matter to be considered by the Sub-Adviser in exercising voting rights, the Sub-Adviser may abstain from voting on that particular matter. In addition, the Sub-Adviser reserves the right to abstain from voting where it considers that the exercise of the Sub-Adviser’s voting rights conflicts with any applicable law, regulation, administrative or judicial decision. The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s 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 proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that permits the Fund to comply with the requirements of Form N-PX with respect to the Allocated Portion. During any annual period in which the Sub-Adviser has voted proxies for the Fund, the Sub-Adviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulationsshareholders.