Common use of Proxy Voting Clause in Contracts

Proxy Voting. The Sub-Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of any voting securities in the Fund. The Sub-Sub-Adviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded to the Sub-Sub-Adviser, the Sub-Adviser or Third Party Proxy Voting Service Provider all proxy solicitation materials that the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide the Trust’s Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format reasonably requested by the Board. Upon reasonable request, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the Fund, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser and the Sub-Adviser have sole and full discretion to vote (or not to vote) any securities constituting the Fund and the Adviser will not, directly or indirectly, attempt to influence such voting decision.

Proxy Voting. The Sub-At the request of the Adviser, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s shareholders to vote or abstain from be responsible for voting proxies and making all proxies solicited by or other voting and consent determinations with respect to the issuers of any voting securities and other instruments held in the Fund. The Sub-Allocated Portion in (i) a manner deemed by the Sub-Adviser may use recommendations from a third party to be in order the best interests of the Fund (as it relates to make the Allocated Portion) and (ii) accordance with the Sub-Adviser’s proxy voting decisions policies and may use a third party service provider to perform the voting procedures (a “Third Party Proxy Voting Service Provider”copy of which has been provided to the Adviser). The Custodian Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s custodian, the Administrator or another party. It is acknowledged and agreed that the Sub-AdviserAdviser 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 or Third Party Proxy Voting Service Provider shall report to the Adviser in a timely manner a record of all proxy solicitation materials proxies voted, in such form and format that permits the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that to comply with the requirements of Form N-PX with respect to the 1940 Act and Allocated Portion. During any annual period in which the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide has voted proxies for 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 requestFund, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the Fundshall, including but not limited to those required as may reasonably be requested by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting certify as to the accuracy and completeness of such its compliance with its proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser policies and the Sub-Adviser have sole procedures and full discretion to vote (or not to vote) any securities constituting the Fund applicable federal statutes and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

Proxy Voting. The Unless instructed otherwise by the Board, the Investment Manager shall exercise the fiduciary responsibility for voting all proxies, if any, which are solicited in connection with the Sub-Account. Subject to the Investment Manager’s oversight, the Investment Manager is authorized to delegate the research, voting and record keeping of proxies to a third-party designee (“Designee”) provided that the Designee acknowledges in writing its fiduciary status to the Fund and abides by the applicable terms of this Agreement. If the Board so authorizes, the Investment Manager shall also be responsible for making all elections in connection with any mergers, acquisitions, tender offers, bankruptcy proceedings, or other similar occurrences, which may affect the Sub-Adviser 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 use its good faith judgment in instruct the Custodian or Designee to forward to the Investment Manager all communications received by the Custodian or Designee including proxy statements and proxy ballots duly executed by the Custodian or Designee. The Investment Manager agrees to provide the Board with an annual statement of the Investment Manager’s proxy voting policies and a manner which it reasonably believes best serves the interests summary of how the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of any voting securities in the Fundwere cast. The Sub-Sub-Adviser may use recommendations from a third party summary shall include the following information: the company in order which the Fund had the right to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded to the Sub-Sub-Advisercast proxies, the Sub-Adviser or Third Party Proxy Voting Service Provider all proxy solicitation materials that meeting date for the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that comply with vote, the requirements shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the 1940 Act board of directors, 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 the Adviser or how the Fund’s administrator proxies were cast. The Investment Manager and the Custodian or Designee shall reconcile the proxies solicited with all proxy voting records relating to the Fund, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or ’s holdings as of the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser and the Sub-Adviser have sole and full discretion to vote (or not to vote) any securities constituting the Fund and the Adviser will not, directly or indirectly, attempt to influence such voting decisionrecord date.

Proxy Voting. The Sub-It is currently anticipated that the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves not be responsible for proxy voting; however. at the interests reasonable request of the Fund’s shareholders to vote or abstain from Adviser, the Sub-Adviser shall assume responsibility for voting proxies and making all proxies solicited by or other voting and consent determinations with respect to the issuers of any voting securities and other instruments held in the Fund. The Sub-Allocated Portion in (i) a manner deemed by the Sub-Adviser may use recommendations from a third party to be in order the best interests of the Fund (as it relates to make the Allocated Portion) and (ii) accordance with the Sub-Adviser’s proxy voting decisions policies and may use a third party service provider to perform the voting procedures (a “Third Party Proxy Voting Service Provider”copy of which has been provided to the Adviser). The Custodian 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-AdviserAdviser 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 or Third Party Proxy Voting Service Provider shall report to the Adviser in a timely manner a record of all proxy solicitation materials proxies voted, in such form and format that permits the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that to comply with the requirements of Form N-PX with respect to the 1940 Act and Allocated Portion. During any annual period in which the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide has voted proxies for 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 requestFund, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the Fundshall, including but not limited to those required as may reasonably be requested by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting certify as to the accuracy and completeness of such its compliance with its proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser policies and the Sub-Adviser have sole procedures and full discretion to vote (or not to vote) any securities constituting the Fund applicable federal statutes and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

Proxy Voting. The 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 use its good faith judgment 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 which it 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 believes best serves request or as may be necessary for the interests 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 shareholders 's custodian and/or broker(s) to vote forward promptly to the Sub-Adviser or abstain from voting designated service provider copies of all proxies solicited by or with respect and shareholder communications relating to securities held in the issuers portfolio of any voting securities a Fund (other than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Sub-Adviser may use recommendations from Adviser, at its own cost and subject to it oversight, has the authority to engage a third party in order to make voting decisions and may use a third party service provider to perform research and vote proxies related to the voting (a “Third Party Proxy Voting Service Provider”)Fund. The Custodian Trust shall cause direct the Fund's custodian and/or broker(s) to be forwarded to the Sub-Sub-Adviser, provide any assistance requested by the Sub-Adviser or Third Party Proxy Voting Service Provider all proxy solicitation materials that in facilitating the Fund or its representatives may receiveuse of a service provider. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide the Trust’s Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format reasonably requested by the Board. Upon reasonable request, the Sub-Sub-Adviser In no event shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the Fund, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser and the Sub-Adviser have sole and full discretion any responsibility to vote (or proxies that are not to vote) any securities constituting 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 and the Adviser will not, directly or indirectly, attempt to influence such voting decisionits shareholders.

Proxy Voting. The Sub-It is currently anticipated that the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves not be responsible for proxy voting; however, at the interests reasonable request of the Fund’s shareholders to vote or abstain from Adviser, the Sub-Adviser shall assume responsibility for voting proxies and making all proxies solicited by or other voting and consent determinations with respect to the issuers of any voting securities and other instruments held in the Fund. The Sub-Allocated Portion in (i) a manner deemed by the Sub-Adviser may use recommendations from a third party to be in order the best interests of the Fund (as it relates to make the Allocated Portion) and (ii) accordance with the Sub-Adviser’s proxy voting decisions policies and may use a third party service provider to perform the voting procedures (a “Third Party Proxy Voting Service Provider”copy of which has been provided to the Adviser). The Custodian 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-AdviserAdviser 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 or Third Party Proxy Voting Service Provider shall report to the Adviser in a timely manner a record of all proxy solicitation materials proxies voted, in such form and format that permits the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that to comply with the requirements of Form N-PX with respect to the 1940 Act and Allocated Portion. During any annual period in which the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide has voted proxies for 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 requestFund, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the Fundshall, including but not limited to those required as may reasonably be requested by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting certify as to the accuracy and completeness of such its compliance with its proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser policies and the Sub-Adviser have sole procedures and full discretion to vote (or not to vote) any securities constituting the Fund applicable federal statutes and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

Proxy Voting. The Sub-It is currently anticipated that the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves not be responsible for proxy voting; however, at the interests request of the Fund’s shareholders to vote or abstain from Adviser, the Sub-Adviser shall assume responsibility for voting proxies and making all proxies solicited by or other voting and consent determinations with respect to the issuers of any voting securities and other instruments held in the Fund. The Sub-Allocated Portion (i) in a manner deemed by the Sub-Adviser may use recommendations from a third party to be in order the best interests of the Fund (as it relates to make the Allocated Portion) and (ii) in accordance with the Sub-Adviser’s proxy voting decisions policies and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”)procedures in effect at such time. The Custodian 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-Sub-AdviserAdviser 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 Third Party Proxy Voting Service Provider all proxy solicitation materials that otherwise causing the Fund to participate) in class action settlements or its representatives similar proceedings in which shareholders may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that comply participate related to securities currently or previously associated with the requirements of the 1940 Act and the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide the Trust’s Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format reasonably requested by the BoardAllocated Portion. Upon reasonable request, the Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. To the extent that the Sub-Adviser votes proxies for the Fund, the Sub-Adviser shall provide report to the Adviser or in a timely manner a record of all proxies voted, in such form and format that permits the Fund’s administrator Fund to comply with all proxy voting records relating to the Fund, including but not limited to those required by requirements of Form N-PXPX with respect to the Allocated Portion. The Sub-Sub-Adviser or During any annual period in which the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to has voted proxies for the Adviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubtFund, the Sub-Sub-Adviser shall, upon the reasonable request of the Adviser, certify as to its compliance with its proxy voting policies and the Sub-Adviser have sole procedures and full discretion to vote (or not to vote) any securities constituting the Fund applicable federal statutes and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

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

Proxy Voting. The Sub-Sub-Pursuant to Board authority, the Adviser shall use its good faith judgment in a manner which it reasonably believes best serves has the interests of the Fund’s shareholders authority to vote or abstain from voting all determine how proxies solicited by or with respect to securities that are held by the issuers of any voting securities in Fund shall be voted, and the Fund. The Sub-Sub-Adviser may use recommendations from a third party in order and does herein delegate the authority and responsibility to make voting decisions and may use a third party service provider to perform vote proxies for the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded 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 with respect to the voting of proxies for the Portfolio as the Sub-Adviser may from time to time reasonably request, and the Adviser shall promptly forward to the Sub-Adviser any information or Third Party Proxy Voting Service Provider all documents necessary for the Sub-Adviser to exercise its proxy solicitation materials that the Fund or its representatives may receivevoting responsibilities. The Sub-Sub-Adviser agrees shall carry out such responsibility in accordance with any instructions that it has adopted written proxy voting procedures that comply 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 requirements of the 1940 Advisers Act and its fiduciary responsibilities to the Advisers ActTrust. The Sub-Sub-Adviser further agrees that it will shall provide the Trust’s Board periodic reports and keep such records relating to proxy voting as the Board may reasonably request, request or as may be necessary for the Fund to comply with a written report the 1940 Act and other applicable law. Any such delegation 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, proxy voting responsibility to the Sub-Sub-Adviser shall provide may be revoked or modified by the Board or the Adviser or the Fund’s administrator with all proxy voting records relating to the Fund, including but not limited to those required by Form N-PXat any time. The Sub-Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Sub-Adviser or designated service provider copies of all proxies and shareholder communications relating to securities held in the Portfolio (other than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the Portfolio. The Sub-Adviser has the authority to engage a service provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser will also provide an annual certification, in facilitating the use of a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness of such proxy voting recordsservice provider. For the avoidance of doubt, the Sub-Sub-Adviser and In no event shall the Sub-Adviser have sole and full discretion any responsibility to vote (or proxies that are not to vote) any securities constituting received on a timely basis. The Trust acknowledges that the Fund Sub-Adviser, consistent with the Sub-Adviser's written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser will notSub-Adviser's discretion, directly or indirectly, attempt to influence such refraining from voting decisionwould be in the best interests of the Portfolio and its shareholders.

Proxy Voting. The Sub-Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves have the interests of the Fund’s shareholders sole authority and responsibility to vote or abstain from voting all proxies solicited by or with respect to the issuers on behalf of any voting securities in assets held by the Fund. The 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 third-party in order to make voting decisions and may use a third third-party service provider to perform the voting (a “Third Third-Party Proxy Voting Service Provider”). The Custodian or the Adviser, as the case may be, shall cause to be forwarded to the Sub-Sub-Adviser, the Sub-Adviser or Third Third-Party Proxy Voting Service Provider all proxy solicitation materials that the Fund or its representatives may receive. The Sub-Sub-Adviser acknowledges and agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Sub-Sub-Adviser further agrees that it will shall provide Adviser, the Trust’s Board as , or the Board may reasonably requestTrustees, 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 Board Adviser or Trust may designate, in a format reasonably requested by the BoardAdviser or Trust. Upon Notwithstanding the foregoing, upon reasonable request, the Sub-request Sub-Adviser shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the assets held by the Fund, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will shall also provide an annual certification, in a form and substance reasonably acceptable to Adviser and the AdviserTrust, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser and the Sub-Adviser have sole and full discretion to vote (or not to vote) any securities constituting the Fund and the Adviser will not, directly or indirectly, attempt to influence such voting decision.

Proxy Voting. The Sub-Sub-Adviser Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of any voting securities in the FundSubadviser Assets. The Sub-Sub-Adviser Subject to SEC guidance, the Subadviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded to the Sub-Sub-Adviser, the Sub-Adviser Subadviser or Third Party Proxy Voting Service Provider all proxy solicitation materials that the Fund or its representatives may receive. The Sub-Sub-Adviser Subadviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Sub-Sub-Adviser Subadviser 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 Subadviser shall provide the Adviser or the Fund’s administrator Administrator with all proxy voting records relating to the FundSubadviser Assets, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser Subadviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser and the Sub-Adviser have Subadviser has sole and full discretion to vote (or not to vote) any securities constituting the Fund Subadviser Assets and the Adviser will not, directly or indirectly, attempt to influence such the Subadviser’s voting decisiondecisions. In addition, the Subadviser shall have no responsibility for participating in any class action relating to the Subadviser Assets and the Adviser shall have full responsibility for any class or similar action attached to securities in the Subadviser assets.

Proxy Voting. The Sub-It is currently anticipated that the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves not be responsible for proxy voting; however, at the interests request of the Fund’s shareholders to vote or abstain from Adviser, the Sub-Adviser shall assume responsibility for voting proxies and making all proxies solicited by or other voting and consent determinations with respect to the issuers of any voting securities and other instruments held in the Fund. The Sub-Allocated Portion in (i) a manner deemed by the Sub-Adviser may use recommendations from a third party to be in order the best interests of the Fund (as it relates to make the Allocated Portion) and (ii) accordance with the Sub-Adviser’s proxy voting decisions policies and may use a third party service provider to perform the voting procedures (a “Third Party Proxy Voting Service Provider”copy of which has been provided to the Adviser). The Custodian 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-AdviserAdviser 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 Allocated Portion, the Sub-Adviser or Third Party Proxy Voting Service Provider shall report to the Adviser in a timely manner a record of all proxy solicitation materials proxies voted, in such form and format that permits the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that to comply with the requirements of Form N-PX with respect to the 1940 Act and Allocated Portion. During any annual period in which the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide has voted proxies for 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 requestAllocated Portion, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator certify as to its compliance with all its proxy voting records relating to the Fund, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy policies and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser procedures and the Sub-Adviser have sole applicable federal statutes and full discretion to vote (or not to vote) any securities constituting the Fund and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

Proxy Voting. The Sub-It is currently anticipated that the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves not be responsible for proxy voting; however, at the interests request of the Fund’s shareholders to vote or abstain from Adviser, the Sub-Adviser shall assume responsibility for voting proxies and making all proxies solicited by or other voting and consent determinations with respect to the issuers of any voting securities and other instruments held in the Fund. The Sub-Allocated Portion in (i) a manner deemed by the Sub-Adviser may use recommendations from a third party to be in order the best interests of the Fund (as it relates to make the Allocated Portion) and (ii) accordance with the Sub-Adviser’s proxy voting decisions policies and may use a third party service provider to perform the voting procedures (a “Third Party Proxy Voting Service Provider”copy of which has been provided to the Adviser). The Custodian Adviser shall provide the Sub-Adviser written notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s custodian, the Administrator or another party. It is acknowledged and agreed that the Sub-Adviser shall not be responsible for the filing of claims (or otherwise causing the Fund to participate) in class action settlements or similar proceedings in which shareholders may participate related to securities currently or previously associated with the Allocated Portion. Promptly upon the written request of the Adviser, the Sub-Adviser or Third Party Proxy Voting Service Provider all shall provide disclosure regarding its proxy solicitation materials 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 Fund or its representatives may receive. The Sub-Sub-Adviser agrees votes proxies for the Fund pursuant to a written request, as contemplated in this Section 2(f),, the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that it has adopted written proxy voting procedures that permits the Fund to comply with the requirements of Form N-PX with respect to the 1940 Act and Allocated Portion. During any annual period in which the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide has voted proxies for 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 requestFund, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the Fundshall, including but not limited to those required as may reasonably be requested by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting certify as to the accuracy and completeness of such its compliance with its proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser policies and the Sub-Adviser have sole procedures and full discretion to vote (or not to vote) any securities constituting the Fund applicable federal statutes and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

Proxy Voting. The Sub-Sub-Adviser Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of any voting securities in the FundSubadviser Assets. The Sub-Sub-Adviser Subadviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded to the Sub-Sub-Adviser, the Sub-Adviser Subadviser or Third Party Proxy Voting Service Provider all proxy solicitation materials that the Fund or its representatives may receive. The Sub-Sub-Adviser Subadviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Sub-Sub-Adviser Subadviser 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 Subadviser shall provide the Adviser or the Fund’s administrator Administrator with all proxy voting records relating to the FundSubadviser Assets, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser Subadviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser and the Sub-Adviser have Subadviser has sole and full discretion to vote (or not to vote) any securities constituting the Fund Subadviser Assets and the Adviser will not, directly or indirectly, attempt to influence such the Subadviser’s voting decisiondecisions.

Proxy Voting. The Sub-Sub-Adviser Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of any voting securities in the FundSubadviser Assets. The Sub-Sub-Adviser Subject to applicable SEC guidance, the Subadviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded to the Sub-Sub-Adviser, the Sub-Adviser Subadviser or Third Party Proxy Voting Service Provider all proxy solicitation materials that the Fund or its representatives may receive. The Sub-Sub-Adviser Subadviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Sub-Sub-Adviser Subadviser 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 Subadviser shall provide the Adviser or the Fund’s administrator Administrator with all proxy voting records relating to the FundSubadviser Assets, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser Subadviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser and the Sub-Adviser have Subadviser has sole and full discretion to vote (or not to vote) any securities constituting the Fund Subadviser Assets and the Adviser will not, directly or indirectly, attempt to influence such the Subadviser’s voting decisiondecisions.

Proxy Voting. The Sub-Sub-Adviser Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of any voting securities in the FundSubadviser Assets. The Sub-Sub-Adviser Subadviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded to the Sub-Sub-Adviser, 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 manner. The Sub-Sub-Adviser Subadviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Sub-Sub-Adviser Subadviser 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 Subadviser shall provide the Adviser or the Fund’s administrator Administrator with all proxy voting records relating to the FundSubadviser Assets, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser Subadviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser and the Sub-Adviser have Subadviser has sole and full discretion to vote (or not to vote) any securities constituting the Fund Subadviser Assets and the Adviser will not, directly or indirectly, attempt to influence such the Subadviser’s voting decisiondecisions.

Proxy Voting. The Sub-It is currently anticipated that the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves not be responsible for proxy voting; however, at the interests reasonable request of the Fund’s shareholders to vote or abstain from Adviser, the Sub-Adviser shall assume responsibility for voting proxies and making all proxies solicited by or other voting and consent determinations with respect to the issuers of any voting securities and other instruments held in the Fund. The Sub-Allocated Portion in (i) a manner deemed by the Sub-Adviser may use recommendations from a third party to be in order the best interests of the Fund (as it relates to make the Allocated Portion) and (ii) accordance with the Sub-Adviser’s proxy voting decisions policies and may use a third party service provider to perform the voting procedures (a “Third Party Proxy Voting Service Provider”copy of which has been provided to the Adviser). The Custodian 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-AdviserAdviser shall not be responsible for the filing of claims (or otherwise causing the Fund to participate) in class action settlements or similar proceedings in which shareholders may participate related to securities currently or previously associated with the Allocated Portion at the expense of the Fund; provided, that the Adviser has made such request in a manner providing reasonable advance written notice to the Sub-Adviser to make a timely filing. The 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 or Third Party Proxy Voting Service Provider shall report to the Adviser in a timely manner a record of all proxy solicitation materials proxies voted, in such form and format that permits the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that to comply with the requirements of Form N-PX with respect to the 1940 Act and Allocated Portion. During any annual period in which the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide has voted proxies for 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 requestFund, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator certify as to its compliance with all its proxy voting records relating to the Fund, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy policies and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser procedures and the Sub-Adviser have sole applicable federal statutes and full discretion to vote (or not to vote) any securities constituting the Fund and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

Proxy Voting. The Sub-parties hereto hereby agree that the Sub-Adviser shall use its good faith judgment not be responsible for proxy voting in a manner which it reasonably believes best serves the interests respect of the Fund’s shareholders to vote or abstain from 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 proxies solicited by or other voting and consent determinations with respect to the issuers of any voting securities and other instruments held in the Fund. The Allocated Portion in accordance with the Sub-Adviser’s then-existing proxy voting policies and procedures (a copy of which will be provided by 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 (a “Third Party Proxy Voting Service Provider”Adviser). The Custodian 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 “Custodian”), the Administrator or another party. It is acknowledged and agreed that the Sub-AdviserAdviser 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 or Third Party Proxy Voting Service Provider shall report to the Adviser in a timely manner a record of all proxy solicitation materials proxies voted, in such form and format that permits the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that to comply with the requirements of Form N-PX with respect to the 1940 Act and Allocated Portion. During any annual period in which the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide has voted proxies for 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 requestFund, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator certify as to its compliance with all its proxy voting records relating to the Fund, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy policies and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser procedures and the Sub-Adviser have sole applicable federal statutes and full discretion to vote (or not to vote) any securities constituting the Fund and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

Proxy Voting. The Sub-Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves not be responsible for proxy voting; however, at the interests request of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect Adviser upon commercially reasonable prior written notice to the issuers of any voting securities in the Fund. The Sub-Sub-Adviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded to the Sub-Sub-Adviser, the Sub-Adviser or Third Party Proxy Voting Service Provider shall assume responsibility for voting proxies and making all proxy solicitation materials that other voting and consent determinations with respect to the Fund or its representatives may receive. The Sub-issuers of securities and other instruments held in the Allocated Portion in (i) a manner deemed by the Sub-Adviser agrees that to be in the best interests of the Fund (as it has adopted written relates to the Allocated Portion) and (ii) accordance with the Sub-Adviser’s proxy voting policies and procedures that comply with (a copy of which has been provided to the requirements of the 1940 Act and the Advisers ActAdviser). The Sub-Adviser shall provide the Sub-Adviser further agrees notice reasonably in advance of any request that it will provide the Trust’s Board as the Board may reasonably request, with a written report Sub-Adviser assume responsibility to vote proxies on behalf of the 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 voted during to be forwarded to the most recent 12Sub-month period Adviser, or such other period as to a third-party service provider designated by the Board may designateSub-Adviser, in a format reasonably timely fashion by the Fund’s custodian (the “Custodian”), the Administrator or another party. In addition, to the extent the Sub-Adviser is requested by the BoardAdviser 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. 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 provide report (or shall cause to be reported) to the Adviser or in a timely manner a record of all proxies voted, in such form and format that permits the Fund’s administrator Fund to comply with all proxy voting records relating to the Fund, including but not limited to those required by requirements of Form N-PXPX with respect to the Allocated Portion. The Sub-Sub-Adviser or During any annual period in which the Sub-Adviser will also provide an annual certificationhas voted proxies, in a form reasonably acceptable or caused proxies to be voted, for the Adviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubtFund, the Sub-Sub-Adviser shall certify as to its compliance with its proxy voting policies and the Sub-Adviser have sole procedures and full discretion to vote (or not to vote) any securities constituting the Fund applicable federal statutes and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

Proxy Voting. The Sub-It is currently anticipated that the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves not be responsible for proxy voting; however, at the interests request of the Fund’s shareholders to vote Adviser, the Sub-Adviser shall assume responsibility for voting or abstain abstaining from voting proxies and making all proxies solicited by or other voting and consent determinations with respect to the issuers of any voting securities and other instruments held in the Fund. The Sub-Allocated Portion in (i) a manner deemed by the Sub-Adviser may use recommendations from a third party to be in order the best interests of the Fund (as it relates to make the Allocated Portion) and (ii) accordance with the Sub-Adviser’s proxy voting decisions policies and may use a third party service provider to perform the voting procedures (a “Third Party Proxy Voting Service Provider”copy of which has been provided to the Adviser). The Custodian 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-AdviserAdviser shall not be responsible for the filing of claims (or otherwise causing the Fund to participate) in class action 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 or Third Party Proxy Voting Service Provider shall report to the Adviser in a timely manner a record of all proxy solicitation materials proxies voted, in such form and format that permits the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that to comply with the requirements of Form N-PX with respect to the 1940 Act and Allocated Portion. During any annual period in which the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide has voted proxies for 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 requestFund, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator shall, upon reasonable advance notice, certify as to its compliance with all its proxy voting records relating policies and procedures with respect to its actions on behalf of the Allocated Portion and as to its compliance with applicable federal statutes and regulations with respect to the Fund, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser and the Sub-Adviser have sole and full discretion to vote (or not to vote) any securities constituting the Fund and the Adviser will not, directly or indirectly, attempt to influence such voting decisionAllocated Portion.

Proxy Voting. The Sub-parties hereby agree that the Sub-Adviser shall use its good faith judgment not be responsible for proxy voting in a manner which it reasonably believes best serves the interests respect of the Fund’s shareholders to vote or abstain from 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 proxies solicited by or other voting and consent determinations with respect to the issuers of any voting securities and other instruments held in the Fund. The Sub-Allocated Portion in (i) a manner deemed by the Sub-Adviser may use recommendations from a third party to be in order the best interests of the Fund (as it relates to make the Allocated Portion) and (ii) accordance with the Sub-Adviser’s then-existing proxy voting decisions policies and may use a third party service provider to perform the voting procedures (a “Third Party Proxy Voting Service Provider”copy of which will be provided by the Sub-Adviser to the Adviser). The Custodian 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-AdviserAdviser 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 or Third Party Proxy Voting Service Provider shall report to the Adviser in a timely manner a record of all proxy solicitation materials proxies voted, in such form and format that permits the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that to comply with the requirements of Form N-PX with respect to the 1940 Act and Allocated Portion. During any annual period in which the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide has voted proxies for 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 requestFund, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator certify as to its compliance with all its proxy voting records relating to the Fund, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy policies and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser procedures and the Sub-Adviser have sole applicable federal statutes and full discretion to vote (or not to vote) any securities constituting the Fund and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

Proxy Voting. The Sub-parties hereby agree that the Sub-Adviser shall use its good faith judgment not be responsible for proxy voting in a manner which it reasonably believes best serves the interests respect of the Fund’s shareholders to vote or abstain from 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 proxies solicited by or other voting and consent determinations with respect to the issuers of any voting securities and other instruments held in the Fund. The Sub-Allocated Portion in (i) a manner deemed by the Sub-Adviser may use recommendations from a third party to be in order the best interests of the Fund (as it relates to make the Allocated Portion) and (ii) accordance with the Sub- Adviser’s then-existing proxy voting decisions policies and may use a third party service provider to perform the voting procedures (a “Third Party Proxy Voting Service Provider”copy of which will be provided by the Sub-Adviser to the Adviser). The Custodian 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-AdviserAdviser 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 or Third Party Proxy Voting Service Provider shall report to the Adviser in a timely manner a record of all proxy solicitation materials proxies voted, in such form and format that permits the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that to comply with the requirements of the 1940 Act and the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide the Trust’s Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format reasonably requested by the Board. Upon reasonable request, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the Fund, including but not limited to those required by Form N-PXPX with respect to the Allocated Portion. The Sub-Sub-Adviser or During any annual period in which the Sub-Adviser will also provide an annual certificationhas voted proxies for the Fund, in a form reasonably acceptable the Sub- Adviser shall certify as to the Adviser, attesting to the accuracy and completeness of such its compliance with its proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser policies and the Sub-Adviser have sole procedures and full discretion to vote (or not to vote) any securities constituting the Fund applicable federal statutes and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

Proxy Voting. The Sub-Sub-Adviser Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of any voting securities in the FundSubadviser Assets. The Sub-Sub-Adviser Subject to SEC guidance, the Subadviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded to the Sub-Sub-Adviser, the Sub-Adviser Subadviser or Third Party Proxy Voting Service Provider all proxy solicitation materials that the Fund or its representatives may receive. The Sub-Sub-Adviser Subadviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Sub-Sub-Adviser Subadviser 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 Subadviser shall provide the Adviser or the Fund’s administrator Administrator with all proxy voting records relating to the FundSubadviser Assets, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser Subadviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser and the Sub-Adviser have Subadviser has sole and full discretion to vote (or not to vote) any securities constituting the Fund Subadviser Assets and the Adviser will not, directly or indirectly, attempt to influence such the Subadviser’s voting decisiondecisions.

Proxy Voting. The Sub-parties hereby agree that the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s shareholders to vote assume responsibility for voting or abstain abstaining from voting proxies and making all proxies solicited by or other voting and consent determinations with respect to the issuers of any voting securities and other instruments held in the Fund. The Allocated Portion in accordance with the Sub-Adviser’s then-existing proxy voting policies and procedures (a copy of which has been provided by the Sub-Adviser may use recommendations to the Adviser); provided that the Sub-Adviser’s proxy voting policies and procedures for the Allocated Portion are not inconsistent with the proxy voting policies and procedures adopted by the Fund and provided to the Sub-Adviser from a third party in order time to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”)time. The Custodian shall Adviser agrees to provide, or to cause to be forwarded to the Sub-Adviser, materials relating to such proxies in a timely fashion, whether by the Custodian, the Administrator or another applicable party. The Sub-AdviserAdviser 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 with respect to the Allocated Portion, the Sub-Adviser or Third Party Proxy Voting Service Provider shall report to the Adviser in a timely manner a record of all proxy solicitation materials proxies voted, in such form and format that permits the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that to comply with the requirements of Form N-PX with respect to the 1940 Act and Allocated Portion. During any annual period in which the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide has voted proxies for 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 requestAllocated Portion, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the Fundshall, including but not limited to those required as may reasonably be requested by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting certify as to the accuracy and completeness of such its compliance with its proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser policies and the Sub-Adviser have sole procedures and full discretion to vote (or not to vote) any securities constituting the Fund applicable federal statutes and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

Proxy Voting. The Sub-It is currently anticipated that the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves not be responsible for proxy voting; however, the interests request of the Fund’s shareholders to vote or abstain from Adviser, the Sub-Adviser shall assume responsibility for voting proxies and making all proxies solicited by or other voting and consent determinations with respect to the issuers of any voting securities and other instruments held in the Fund. The Sub-Allocated Portion in (i) a manner deemed by the Sub-Adviser may use recommendations from a third party to be in order the best interests of the Fund (as it relates to make the Allocated Portion) and (ii) accordance with the Sub-Adviser’s proxy voting decisions policies and may use a third party service provider to perform the voting procedures (a “Third Party Proxy Voting Service Provider”copy of which has been provided to the Adviser). The Custodian Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Allocated Portion (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s custodian, the Administrator or another party. It is acknowledged and agreed that the Sub-AdviserAdviser 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 Allocated Portion, the Sub-Adviser or Third Party Proxy Voting Service Provider shall report to the Adviser in a timely manner a record of all proxy solicitation materials proxies voted, in such form and format that permits the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that to comply with the requirements of Form N-PX with respect to the 1940 Act and Allocated Portion. During any annual period in which the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide has voted proxies for 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 requestAllocated Portion, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the Fundshall, including but not limited to those required as may reasonably be requested by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting certify as to the accuracy and completeness of such its compliance with its proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser policies and the Sub-Adviser have sole procedures and full discretion to vote (or not to vote) any securities constituting the Fund applicable federal statutes and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

Proxy Voting. The Sub-Sub-Pursuant to Board authority, the Adviser shall use its good faith judgment in a manner which it reasonably believes best serves has the interests of the Fund’s shareholders authority to vote or abstain from voting all determine how proxies solicited by or with respect to securities that are held by the issuers of any voting securities in Fund shall be voted, and the Adviser may delegate the authority and responsibility to vote proxies for the Fund. The Sub-Sub-Adviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded '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 or Third Party Proxy Voting Service Provider all proxy solicitation materials that 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 representatives may receiveproxy voting responsibilities. The Sub-Sub-Adviser agrees shall carry out such responsibility in accordance with any instructions that it has adopted written proxy voting procedures that comply 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 requirements of the 1940 Advisers Act and its fiduciary responsibilities to the Advisers ActTrust. 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 the Adviser with a copy of its written proxy voting policies and procedures (the "Sub-Adviser Proxy Voting Policy") and as such may be amended from time to time. The Sub-Adviser shall provide periodic reports and keep such records relating to proxy voting as the Adviser and the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Sub-Adviser may be revoked or modified by the Board or the Adviser at any time. Unless and until otherwise directed by the Adviser or the Board the Sub-Adviser shall be responsible for voting, in accordance with the Sub-Adviser Proxy Voting Policy, the Fund’s administrator 's proxies and exercising all other applicable rights of the Fund as a security holder in connection with all proxy voting records corporate actions or other transactions relating to the Fund, including but not limited to those required by Form N-PX's portfolio holdings. The Sub-Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Sub-Adviser or designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser has the authority to engage a service provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser will also provide an annual certification, in facilitating the use of a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness of such proxy voting recordsservice provider. For the avoidance of doubt, the Sub-Sub-Adviser and In no event shall the Sub-Adviser have sole and full discretion any responsibility to vote (or proxies that are not to vote) any securities constituting 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 and the Adviser will not, directly or indirectly, attempt to influence such voting decisionits shareholders.

Proxy Voting. The Sub-It is currently anticipated that the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves not be responsible for proxy voting; however, at the interests request of the Fund’s shareholders to vote or abstain from Adviser, the Sub-Adviser shall assume responsibility for voting proxies and making all proxies solicited by or other voting and consent determinations with respect to the issuers of any voting securities and other instruments held in the Fund. The Sub-Allocated Portion in (i) a manner deemed by the Sub-Adviser may use recommendations from a third party to be in order the best interests of the Fund (as it relates to make the Allocated Portion) and (ii) accordance with the Sub-Adviser’s proxy voting decisions policies and may use a third party service provider to perform the voting procedures (a “Third Party Proxy Voting Service Provider”copy of which has been provided to the Adviser). The Custodian 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-AdviserAdviser shall not be responsible for the filing of claims (or otherwise causing the Fund to participate) in class action 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 or Third Party Proxy Voting Service Provider shall report to the Adviser in a timely manner a record of all proxy solicitation materials proxies voted, in such form and format that permits the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that to comply with the requirements of Form N-PX with respect to the 1940 Act and Allocated Portion. During any annual period in which the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide has voted proxies for 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 requestFund, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the Fundshall, including but not limited to those required as may reasonably be requested by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting certify as to the accuracy and completeness of such its compliance with its proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser policies and the Sub-Adviser have sole procedures and full discretion to vote (or not to vote) any securities constituting the Fund applicable federal statutes and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

Proxy Voting. The Sub-It is currently anticipated that the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves not be responsible for proxy voting; however, at the interests reasonable request of the Fund’s shareholders to vote or abstain from Adviser, the Sub-Adviser shall assume responsibility for voting proxies and making all proxies solicited by or other voting and consent determinations with respect to the issuers of any voting securities and other instruments held in the Fund. The Sub-Allocated Portion in (i) a manner deemed by the Sub-Adviser may use recommendations from a third party to be in order the best interests of the Fund (as it relates to make the Allocated Portion) and (ii) accordance with the Sub-Adviser’s proxy voting decisions policies and may use a third party service provider to perform the voting procedures (a “Third Party Proxy Voting Service Provider”copy of which has been provided to the Adviser). The Custodian Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser assume responsibility to vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Custodian (as defined below), the Administrator or another party. It is acknowledged and agreed that the Sub-AdviserAdviser 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 or Third Party Proxy Voting Service Provider shall report to the Adviser in a timely manner a record of all proxy solicitation materials proxies voted, in such form and format that permits the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that to comply with the requirements of Form N-PX with respect to the 1940 Act and Allocated Portion. During any annual period in which the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide has voted proxies for 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 requestFund, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the Fundshall, including but not limited to those required as may reasonably be requested by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting certify as to the accuracy and completeness of such its compliance with its proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser policies and the Sub-Adviser have sole procedures and full discretion to vote (or not to vote) any securities constituting the Fund applicable federal statutes and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

Proxy Voting. The SubIf the Board of Trustees has not engaged a third-Sub-Adviser shall use its good faith judgment in party to vote proxies, and pursuant to a manner which it reasonably believes best serves written direction from the interests Board of Trustees, the Investment Manager, according to the Fund’s shareholders to vote or abstain from Proxy Policy, shall exercise the fiduciary responsibility for voting all proxies proxies, if any, which are solicited by or in connection with respect to the issuers of any voting securities in the Fund. The Sub-Sub-Adviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded to the Sub-SubAccount. 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-Adviserparty 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-Adviser Account, but it is not authorized to or Third Party Proxy Voting Service Provider all proxy solicitation materials that the Fund responsible for initiating or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements responding to any legal proceedings on behalf 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 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 Adviser or Board of Trustees with an annual statement of the Investment Manager’s proxy voting policies and a summary of how the Fund’s administrator with all proxy voting records relating proxies were cast. The summary shall include the following information: the company in which the Fund had the right to cast proxies, the meeting date for the vote, the shareholder of record date, the number of shares voted, an issue identification number (if any), the recommendation(s) of the Board of Directors, and how the Fund, including but not limited to those required by Form N-PX’s proxies were cast. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser Investment Manager and the Sub-Adviser have sole and full discretion to vote (Master Custodian or not to vote) any securities constituting Designee shall reconcile the Fund and proxies solicited with the Adviser will not, directly or indirectly, attempt to influence such voting decisionFund’s holdings as of the record date.

Proxy Voting. The Sub-It is currently anticipated that the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves not be responsible for proxy voting; however, at the interests request of the Fund’s shareholders to vote or abstain from Adviser, the Sub-Adviser shall assume responsibility for voting proxies and making all proxies solicited by or other voting and consent determinations with respect to the issuers of any voting securities and other instruments held in the Fund. The Sub-Allocated Portion in (i) a manner deemed by the Sub-Adviser may use recommendations from a third party to be in order the best interests of the Fund (as it relates to make the Allocated Portion) and (ii) accordance with the Sub-Adviser’s proxy voting decisions policies and may use a third party service provider to perform the voting procedures (a “Third Party Proxy Voting Service Provider”copy of which has been provided to the Adviser). The Custodian 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-AdviserAdviser 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 or Third Party Proxy Voting Service Provider shall report to the Adviser in a timely manner a record of all proxy solicitation materials proxies voted, in such form and format that permits the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that to comply with the requirements of Form N-PX with respect to the 1940 Act and Allocated Portion. During any annual period in which the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide has voted proxies for 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 requestFund, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator certify as to its compliance with all its proxy voting records relating to the Fund, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy policies and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser procedures and the Sub-Adviser have sole applicable federal statutes and full discretion to vote (or not to vote) any securities constituting the Fund and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

Proxy Voting. The Sub-Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves not be responsible for proxy voting; however, at the interests request of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect Adviser upon commercially reasonable prior written notice to the issuers of any voting securities in the Fund. The Sub-Sub-Adviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded to the Sub-Sub-Adviser, the Sub-Adviser or Third Party Proxy Voting Service Provider shall be responsible for voting proxies and making all other voting and consent determinations with respect to the issuers of securities and other instruments held in the Allocated Portion in (i) a manner deemed by the 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 solicitation materials voting policies and procedures (a copy of which has been provided to the Adviser). The Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Fund Sub-Adviser vote proxies on behalf of the 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, or its representatives may receiveto a third-party service provider designated by the Sub-Adviser, in a timely fashion by the Fund’s custodian (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. The Sub-Sub-Adviser agrees that 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 has adopted written proxy voting procedures that comply is provided notice and in which shareholders may participate related to securities currently or previously associated with the requirements of the 1940 Act and the Advisers ActAllocated Portion. The Sub-Sub-Adviser further agrees that it will shall promptly provide copies of any such filings made on behalf of the Trust’s Board as Fund and respond to inquiries by the Adviser or the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or regarding such other period as the Board may designate, in a format reasonably requested by the Boardfilings. 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 provide report (or shall cause to be reported) to the Adviser or in a timely manner a record of all proxies voted, in such form and format that permits the Fund’s administrator Fund to comply with all proxy voting records relating to the Fund, including but not limited to those required by requirements of Form N-PXPX with respect to the Allocated Portion. The Sub-Sub-Adviser or During any annual period in which the Sub-Adviser will also provide an annual certificationhas voted proxies, in a form reasonably acceptable or caused proxies to be voted, for the Adviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubtFund, the Sub-Sub-Adviser shall certify as to its compliance with its proxy voting policies and the Sub-Adviser have sole procedures and full discretion to vote (or not to vote) any securities constituting the Fund applicable federal statutes and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

Proxy Voting. The Sub-Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the FundPortfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of any voting securities in the FundAllocated Assets. The Sub-Sub-Adviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian Manager shall cause to be forwarded to the Sub-Sub-Adviser, the Sub-Adviser or Third Party Proxy Voting Service Provider all proxy solicitation materials that the Fund or its representatives may receiveManager receives. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Sub-Sub-Adviser 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 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 that shall comply with the Board1940 Act. Upon reasonable request, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator Manager with all proxy voting records relating to the FundAllocated Assets, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the AdviserManager, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser and the Sub-Adviser have sole and full discretion to vote (or not to vote) any securities constituting the Fund and the Adviser will not, directly or indirectly, attempt to influence such voting decision.

Proxy Voting. The Sub-Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves have the interests of the Fund’s shareholders to vote or abstain from sole authority and responsibility for voting all proxies solicited on behalf of the securities held by or the Fund in accordance with respect to the issuers of any voting securities in the Fund. The Sub-Adviser’s proxy voting policies and procedures that are provided by the Sub-Adviser and adopted by the Trust. Notwithstanding the foregoing, Sub-Adviser agrees it shall consult with Adviser, as may be reasonably requested, on proxy voting matters. Subject to applicable SEC rules and guidance, the Sub-Adviser may use recommendations from a third third-party in order to make voting decisions and may use a third third-party service provider to perform the voting (a “Third Third-Party Proxy Voting Service Provider”). The Custodian or the Adviser, as the case may be, shall cause to be forwarded to the Sub-Sub-Adviser, the Sub-Adviser or Third Third-Party Proxy Voting Service Provider all proxy solicitation materials that the Fund or its representatives may receive. The Sub-Sub-Adviser acknowledges and agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Sub-Sub-Adviser further agrees that it will shall provide Adviser, the Trust’s Board as , or the Board may reasonably requestBoard, 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 Board Adviser or Trust may designate, in a format reasonably requested by the BoardAdviser or Trust. Upon Notwithstanding the foregoing, upon reasonable request, the Sub-request Sub-Adviser shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the assets held by the Fund, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will shall also provide an annual certification, in a form and substance reasonably acceptable to Adviser and the AdviserTrust, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser and the Sub-Adviser have sole and full discretion to vote (or not to vote) any securities constituting the Fund and the Adviser will not, directly or indirectly, attempt to influence such voting decision.

Proxy Voting. The Sub-Sub-Adviser Employer Securities. When the Plan Sponsor files preliminary or final proxy solicitation materials with the Securities and Exchange Commission, the Plan Sponsor shall use its good faith judgment in cause a manner which it reasonably believes best serves copy of all materials to be simultaneously sent to the interests Responsible Fiduciary. Based on these materials, the Responsible Fiduciary will ensure that a voting instruction form is prepared. At the time of mailing of notice of each annual or special stockholders’ meeting of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to Plan Sponsor, the issuers of any voting securities in the Fund. The Sub-Sub-Adviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian Plan Sponsor shall cause to be forwarded to a copy of the Sub-Sub-Adviser, the Sub-Adviser or Third Party Proxy Voting Service Provider notice and all proxy solicitation materials that to be sent to each Participant and Beneficiary with an interest in Employer Securities held in the Fund Trust, together with the foregoing voting instruction form to be returned to the Responsible Fiduciary or its representatives may receivedesignee. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide the Trust’s Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format reasonably requested by the Board. Upon reasonable request, the Sub-Sub-Adviser Responsible Fiduciary shall provide the Adviser or the Fund’s administrator Trustee with all proxy voting records relating a copy of any materials provided to the Fund, including but not limited Participants and Beneficiaries and shall certify to those required by Form N-PXthe Trustee that the materials have been mailed or otherwise sent to the Participants and Beneficiaries. The Sub-Sub-Adviser 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 Sub-Adviser will also provide an annual certification, 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 form reasonably then acceptable written format. These directions shall be held in confidence by the Responsible Fiduciary and shall not be divulged to the AdviserPlan Sponsor, attesting to or any officer or employee thereof, or any other person. Upon its receipt of the accuracy and completeness of such proxy voting records. For the avoidance of doubtdirections, the Sub-Sub-Adviser and Responsible Fiduciary shall direct the Sub-Adviser have sole and full discretion Trustee on how to vote the shares of the Employer Securities reflecting the Participant’s or Beneficiary’s proportional interest in the Employer Securities held in the Trust as directed by the Participant. If applicable, select Option 1, 2 or 3: Option #1: Shares of the Employer Securities reflecting Participant’s or Beneficiary’s proportional interest in the Employer Securities held in the Trust (both vested and unvested) for which it has received no directions from Participants or Beneficiaries shall be voted in the same proportion on each issue as it votes those shares for which it received voting directions from Participants and Beneficiaries. Shares of the Employer Securities not credited to voteParticipants’ or Beneficiaries’ Accounts shall be voted in the same proportion on each issue as it votes those shares credited to Participants’ or Beneficiaries’ Accounts for which it received voting directions from Participants or Beneficiaries. If the Responsible Fiduciary determines that it would be imprudent to vote shares of Employer Securities in the manner described herein, he or she will change the manner in which shares are voted so as to comply with his or her fiduciary responsibilities under the applicable law. Option #2: Shares of the Employer Securities reflecting Participants’ or Beneficiaries’ proportional interest in the Employer Securities held in the Trust (both vested and unvested) any securities constituting for which it has received no directions from Participants or Beneficiarys shall not be voted. Shares of the Fund and Employer Securities held in the Adviser Trust that are not credited to Participants’ or Beneficiaries’ Accounts shall not be voted. If the Responsible Fiduciary determines that it would be imprudent to vote shares of Employer Securities in the manner described herein, he or she will notchange the manner in which shares are voted so as to comply with his or her fiduciary responsibilities under the applicable law. Option #3: Shares of the Employer Securities, directly held in the Trust, irregardless of if the shares are credited to Participants’ or indirectlyBeneficiaries’ Accounts, attempt to influence such voting decisionshall be voted by the Responsible Fiduciary.

Proxy Voting. The Sub-At the request of the Adviser, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s shareholders to vote or abstain from be responsible for voting proxies and making all proxies solicited by or other voting and consent determinations with respect to the issuers of any voting securities and other instruments held in the Fund. The Sub-Allocated Portion in (i) a manner deemed by the Sub-Adviser may use recommendations from a third party to be in order the best interests of the Fund (as it relates to make the Allocated Portion) and (ii) accordance with the Sub-Adviser’s proxy voting decisions policies and may use a third party service provider to perform the voting procedures (a “Third Party Proxy Voting Service Provider”copy of which has been provided to the Adviser). The Custodian Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Sub-Adviser in a timely fashion by the Fund’s custodian, the Administrator or another party. In addition, at the request of the Adviser, the Sub-Adviser shall be responsible for the filing of claims (or Third Party Proxy Voting Service Provider all proxy solicitation materials that otherwise causing the Fund to participate) in class action settlements or its representatives similar proceedings in which shareholders may receiveparticipate 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 agrees that it has adopted written 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 1940 Act and Allocated Portion. During any annual period in which the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide has voted proxies for 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 requestFund, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator certify as to its compliance with all its proxy voting records relating to the Fund, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy policies and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser procedures and the Sub-Adviser have sole applicable federal statutes and full discretion to vote (or not to vote) any securities constituting the Fund and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

Proxy Voting. The Sub-Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the economic interests of the each Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of any voting securities in the FundAllocated Assets. The Sub-Sub-Adviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded to the Sub-Sub-Adviser, the Sub-Adviser or Third Party Proxy Voting Service Provider its designee all proxy solicitation materials that the Fund or its representatives may receiveAdviser receives. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide the Trust’s Board 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 acceptable to the Board. Upon reasonable request, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the FundAllocated Assets, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting attesting, to the best of the Sub-Adviser’s knowledge, to the accuracy and completeness of such proxy voting records. For The Sub-Adviser will not file class action claim forms for or on behalf of the avoidance 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 doubtsecurities held in, or formerly held in, each Fund, unless the Sub-Sub-Adviser, the Adviser and the Trust mutually agree in writing that the Sub-Adviser have sole and full discretion to vote (or not to vote) any securities constituting the Fund and the Adviser will not, directly or indirectly, attempt to influence may take such voting decisionactions.

Proxy Voting. The Sub-Sub-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 use its good faith judgment in a manner which it reasonably believes best serves be voted, and the interests of Adviser may delegate the authority and responsibility to vote proxies for the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of any voting securities in the Fund. The Sub-Sub-Adviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded to the Sub-Adviser. So long as proxy voting authority for the Fund has been delegated to the Sub-Adviser, the Sub-Adviser or Third Party Proxy Voting Service Provider all shall exercise the Sub-Adviser’s proxy solicitation materials that the Fund or its representatives may receivevoting responsibilities. The Sub-Sub-Adviser agrees shall carry out said responsibility in accordance with any instructions that it has adopted written proxy voting procedures that comply 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 requirements of the 1940 Advisers Act and the Advisers ActSub-Adviser’s fiduciary responsibilities to the Trust. 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 the Adviser or the Fund’s administrator with all proxy voting periodic reports and keep those records relating to proxy voting as the FundBoard reasonably may request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any said delegation of proxy voting responsibility to the Sub-Adviser may be revoked or modified by the Board or the Adviser at any time. The Adviser shall provide such assistance to the Sub-Adviser with respect to the voting of proxies for the Fund as the Sub-Adviser from time to time reasonably may request, including but not limited and the Adviser promptly shall forward to those required by Form Nthe Sub-PXAdviser any information or documents necessary for the Sub-Adviser to exercise the Sub-Adviser’s proxy voting responsibilities. The Sub-Adviser is authorized to instruct the Fund’s custodian and/or broker(s) promptly to forward to the Sub-Adviser or designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of the Fund (other than materials relating to legal proceedings against the Fund). The Sub-Adviser also may instruct the Fund’s custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser has the authority to engage a service provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund’s custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser will also provide an annual certification, in facilitating the use of a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness of such proxy voting recordsservice provider. For the avoidance of doubt, the Sub-Sub-Adviser and In no event shall the Sub-Adviser have sole and full discretion any responsibility to vote (or proxies that are not to vote) any securities constituting 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 and the Adviser will not, directly or indirectly, attempt to influence such voting decisionFund’s shareholders.

Proxy Voting. The Sub-Sub-Pursuant to Board authority, the Adviser shall use its good faith judgment in a manner which it reasonably believes best serves has the interests of the Fund’s shareholders authority to vote or abstain from voting all determine how proxies solicited by or with respect to securities that are held by the issuers of any voting securities in Fund shall be voted, and the Adviser may delegate the authority and responsibility to vote proxies for the Fund. The Sub-Sub-Adviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded '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 or Third Party Proxy Voting Service Provider all proxy solicitation materials that 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 representatives may receiveproxy voting responsibilities. The Sub-Adviser shall carry out such responsibility at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust, in accordance with written policies and procedures adopted by the Sub-Adviser, subject to the ultimate authority of the Board or the Adviser to direct the Sub-Adviser agrees that it has adopted written proxy with respect to voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide the Trust’s Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in particular way on a format reasonably requested by the Boardparticular proxy. Upon reasonable request, the Sub-Sub-Adviser shall provide the Adviser with a copy of its written proxy voting policies and procedures and as such may be amended from time to time. The Sub-Adviser shall provide periodic reports and keep such records relating to proxy voting as the Adviser and the Board may reasonably request or as may be necessary for the Fund to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Sub-Adviser may be revoked or modified by the Board or the Adviser at any time. Unless and until otherwise directed by the Adviser or the Board the Sub-Adviser shall be responsible for voting the Fund’s administrator 's proxies and exercising all other applicable rights of the Fund as a security holder in connection with all proxy voting records corporate actions or other transactions relating to the Fund, including but not limited to those required by Form N-PX's portfolio holdings. The Sub-Adviser is authorized to instruct the Fund's custodian and/or broker(s) to forward promptly to the Sub-Adviser or designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser has the authority to engage a service provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser will also provide an annual certification, in facilitating the use of a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness of such proxy voting recordsservice provider. For the avoidance of doubt, the Sub-Sub-Adviser and In no event shall the Sub-Adviser have sole and full discretion any responsibility to vote (or proxies that are not to vote) any securities constituting 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 and the Adviser will not, directly or indirectly, attempt to influence such voting decisionits shareholders.

Proxy Voting. The Sub-Sub-Adviser Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of any voting securities in the FundSubadviser Assets. The Sub-Sub-Adviser Subject to the Subadviser’s SEC guidance, the Subadviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded to the Sub-Sub-Adviser, the Sub-Adviser Subadviser or Third Party Proxy Voting Service Provider all proxy solicitation materials that the Fund or its representatives may receive. The Sub-Sub-Adviser Subadviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Sub-Sub-Adviser Subadviser further agrees that it will provide the Trust’s Board 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 Subadviser shall provide the Adviser or the Fund’s administrator Administrator with all proxy voting records relating to the FundSubadviser Assets, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser Subadviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser and the Sub-Adviser have Subadviser has sole and full discretion to vote (or not to vote) any securities constituting the Fund Subadviser Assets and the Adviser will not, directly or indirectly, attempt to influence such the Subadviser’s voting decisiondecisions.

Proxy Voting. The Sub-Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves not be responsible for proxy voting; however, at the interests request of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect Adviser upon commercially reasonable prior written notice to the issuers of any voting securities in the Fund. The Sub-Sub-Adviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded to the Sub-Sub-Adviser, the Sub-Adviser or Third Party Proxy Voting Service Provider shall assume responsibility for voting proxies and making all proxy solicitation materials that other voting and consent determinations with respect to the Fund or its representatives may receive. The Sub-issuers of securities and other instruments held in the Allocated Portion in (i) a manner deemed by the Sub-Adviser agrees that to be in the best interests of the Fund (as it has adopted written relates to the Allocated Portion) and (ii) accordance with the Sub-Adviser’s then-existing proxy voting policies and procedures that comply with (a copy of which will be provided by the requirements of the 1940 Act and the Advisers Act. The Sub-Sub-Adviser further agrees that it will to the Adviser). The Adviser shall provide the Trust’s Board as Sub-Adviser notice reasonably in advance of any request that the Board may reasonably request, with a written report Sub-Adviser assume responsibility to vote proxies on behalf of the 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 voted during to be forwarded to the most recent 12Sub-month period Adviser, or such other period as to a third-party service provider designated by the Board may designateSub-Adviser, in a format reasonably timely fashion by the Fund’s custodian (the “Custodian”), the Administrator or another party. In addition, to the extent the Sub-Adviser is requested by the BoardAdviser 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. 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 provide report (or shall cause to be reported) to the Adviser or in a timely manner a record of all proxies voted, in such form and format that permits the Fund’s administrator Fund to comply with all proxy voting records relating to the Fund, including but not limited to those required by requirements of Form N-PXPX with respect to the Allocated Portion. The Sub-Sub-Adviser or During any annual period in which the Sub-Adviser will also provide an annual certificationhas voted proxies, in a form reasonably acceptable or caused proxies to be voted, for the Adviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubtFund, the Sub-Sub-Adviser shall certify as to its compliance with its proxy voting policies and the Sub-Adviser have sole procedures and full discretion to vote (or not to vote) any securities constituting the Fund applicable federal statutes and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

Proxy Voting. The Sub-At the written request of the Adviser, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s shareholders to vote or abstain from be responsible for voting proxies and making all proxies solicited by or other voting and consent determinations with respect to the issuers of any voting securities and other instruments held in the Fund. The Sub-Allocated Portion in (i) a manner deemed by the Sub-Adviser may use recommendations from a third party to be in order the best interests of the Fund (as it relates to make the Allocated Portion) and (ii) accordance with the Sub-Adviser’s proxy voting decisions policies and may use a third party service provider to perform the voting procedures (a “Third Party Proxy Voting Service Provider”copy of which has been provided to the Adviser). The Custodian Adviser shall provide the Sub-Adviser written notice reasonably in advance of any request that the Sub-Adviser vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Adviser in a timely fashion by the Fund’s custodian, the Administrator or another party. It is acknowledged and agreed that the Sub-Adviser shall not be responsible for the filing of claims (or otherwise causing the Fund to participate) in class action settlements or similar proceedings in which shareholders may participate related to securities currently or previously associated with the Allocated Portion. Promptly upon the written request of the Adviser, the Sub-Adviser or Third Party Proxy Voting Service Provider all shall provide disclosure regarding its proxy solicitation materials 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 Fund or its representatives may receive. The Sub-Sub-Adviser agrees votes proxies for the Fund pursuant to a written request, as contemplated in this Section 2(f), the Sub-Adviser shall report to the Adviser in a timely manner a record of all proxies voted, in such form and format that it has adopted written proxy voting procedures that permits the Fund to comply with the requirements of Form N-PX with respect to the 1940 Act and Allocated Portion. During any annual period in which the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide has voted proxies for 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 requestFund, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the Fundshall, including but not limited to those required as may reasonably be requested by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting certify as to the accuracy and completeness of such its compliance with its proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser policies and the Sub-Adviser have sole procedures and full discretion to vote (or not to vote) any securities constituting the Fund applicable federal statutes and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

Proxy Voting. The 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 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 use its good faith judgment 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 which it 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 believes best serves request or as may be necessary for the interests 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 shareholders custodian and/or broker(s) to vote forward promptly to the Sub-Adviser or abstain from voting designated service provider copies of all proxies solicited by or with respect and shareholder communications relating to securities held in the issuers portfolio of any voting securities a Fund (other than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund’s custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser has the authority to engage a service provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund’s custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser may in facilitating the use recommendations from of a third party in order service provider. In no event shall the Sub- Adviser have any responsibility to make voting decisions and may use vote proxies that are not received on a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”)timely basis. The Custodian shall cause to be forwarded to Trust acknowledges that the Sub-Sub-Adviser, consistent with the Sub-Adviser or Third Party Proxy Voting Service Provider all proxy solicitation materials that the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted Adviser’s written proxy voting procedures that comply with the requirements of the 1940 Act policies and the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide the Trust’s Board as the Board procedures, may reasonably request, with refrain from voting a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designateproxy if, in a format reasonably requested by the Board. Upon reasonable requestSub- Adviser’s discretion, refraining from voting would be in the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the Fund, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness best interests of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser and the Sub-Adviser have sole and full discretion to vote (or not to vote) any securities constituting the Fund and the Adviser will not, directly or indirectly, attempt to influence such voting decisionits shareholders.

Proxy Voting. The 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 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 use its good faith judgment 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 which it 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 believes best serves request or as may be necessary for the interests 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 shareholders 's custodian and/or broker(s) to vote forward promptly to the Sub-Adviser or abstain from voting designated service provider copies of all proxies solicited by or with respect and shareholder communications relating to securities held in the issuers portfolio of any voting securities a Fund (other than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser has the authority to engage a service provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser may in facilitating the use recommendations from of a third party in order service provider. In no event shall the Sub- Adviser have any responsibility to make voting decisions and may use vote proxies that are not received on a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”)timely basis. The Custodian shall cause to be forwarded to Trust acknowledges that the Sub-Sub-Adviser, consistent with the Sub-Adviser or Third Party Proxy Voting Service Provider all proxy solicitation materials that the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted Adviser's written proxy voting procedures that comply with the requirements of the 1940 Act policies and the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide the Trust’s Board as the Board procedures, may reasonably request, with refrain from voting a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designateproxy if, in a format reasonably requested by the Board. Upon reasonable requestSub- Adviser's discretion, refraining from voting would be in the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the Fund, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness best interests of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser and the Sub-Adviser have sole and full discretion to vote (or not to vote) any securities constituting the Fund and the Adviser will not, directly or indirectly, attempt to influence such voting decisionits shareholders.

Proxy Voting. The Sub-parties hereby agree that the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves not be responsible for proxy voting; however, at the interests reasonable request of the Fund’s shareholders to vote or abstain from Adviser, the Sub-Adviser shall assume responsibility for voting proxies and making all proxies solicited by or other voting and consent determinations with respect to the issuers of any voting securities and other instruments held in the Fund. The Sub-Allocated Portion in (i) a manner deemed by the Sub-Adviser may use recommendations from a third party to be in order the best interests of the Fund (as it relates to make the Allocated Portion) and (ii) accordance with the Sub-Adviser’s proxy voting decisions policies and may use a third party service provider to perform the voting procedures (a “Third Party Proxy Voting Service Provider”copy of which has been provided to the Adviser), provided that the Sub-Adviser’s proxy voting are not inconsistent with the proxy voting policies adopted by the Fund and provided to the Sub-Adviser from time to time. The Custodian 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-AdviserAdviser 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 or Third Party Proxy Voting Service Provider shall report to the Adviser in a timely manner a record of all proxy solicitation materials proxies voted, in such form and format that permits the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that to comply with the requirements of Form N-PX with respect to the 1940 Act and Allocated Portion. During any annual period in which the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide has voted proxies for 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 requestFund, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator certify as to its compliance with all its proxy voting records relating to the Fund, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy policies and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser procedures and the Sub-Adviser have sole applicable federal statutes and full discretion to vote (or not to vote) any securities constituting the Fund and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

Proxy Voting. The Sub-parties hereby agree that the Sub-Adviser shall use its good faith judgment not be responsible for proxy voting in a manner which it reasonably believes best serves the interests respect of the Fund’s shareholders to vote or abstain from 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 proxies solicited by or other voting and consent determinations with respect to the issuers of any voting securities and other instruments held in the Fund. The Sub-Allocated Portion in (i) a manner deemed by the Sub-Adviser may use recommendations from a third party to be in order the best interests of the Fund (as it relates to make the Allocated Portion) and (ii) accordance with the Sub-Adviser’s then-existing proxy voting decisions policies and may use a third party service provider to perform the voting procedures (a “Third Party Proxy Voting Service Provider”copy of which will be provided by the Sub-Adviser to the Adviser). The Custodian 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-AdviserAdviser 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 or Third Party Proxy Voting Service Provider shall report to the Adviser in a timely manner a record of all proxy solicitation materials proxies voted, in such form and format that permits the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that to comply with the requirements of Form N-PX with respect to the 1940 Act and Allocated Portion. During any annual period in which the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide has voted proxies for 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 requestFund, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator confirm as to its compliance with all its proxy voting records relating to the Fund, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy policies and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser procedures and the Sub-Adviser have sole applicable federal statutes and full discretion to vote (or not to vote) any securities constituting the Fund and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

Proxy Voting. The Sub-Sub-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 use its good faith judgment in a manner which it reasonably believes best serves be voted, and the interests of Adviser may delegate the authority and responsibility to vote proxies for the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of any voting securities in the Fund. The Sub-Sub-Adviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded to the Sub-Adviser. So long as proxy voting authority for a Fund has been delegated to the Sub-Adviser, the Sub-Adviser or Third Party Proxy Voting Service Provider all shall exercise the Sub-Adviser’s proxy solicitation materials that the Fund or its representatives may receivevoting responsibilities. The Sub-Sub-Adviser agrees shall carry out said responsibility in accordance with any instructions that it has adopted written proxy voting procedures that comply 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 requirements of the 1940 Advisers Act and the Advisers ActSub-Adviser’s fiduciary responsibilities to the Trust. 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 the Adviser or the Fund’s administrator with all proxy voting periodic reports and keep those records relating to proxy voting as the FundBoard reasonably may request or as may be necessary for the Funds to comply with the 1940 Act and other applicable law. Any said delegation of proxy voting responsibility to the Sub-Adviser may be revoked or modified by the Board or the Adviser at any time. The Adviser shall provide such assistance to the Sub-Adviser with respect to the voting of proxies for the Funds as the Sub-Adviser from time to time reasonably may request, including but not limited and the Adviser promptly shall forward to those required by Form Nthe Sub-PXAdviser any information or documents necessary for the Sub-Adviser to exercise the Sub-Adviser’s proxy voting responsibilities. The Sub-Adviser is authorized to instruct the Funds’ custodian and/or broker(s) promptly to forward to the Sub-Adviser or designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolio of the Funds (other than materials relating to legal proceedings against a Fund). The Sub-Adviser also may instruct the Funds’ custodian and/or broker(s) to provide reports of holdings in the portfolio of the Funds. The Sub-Adviser has the authority to engage a service provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Funds’ custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser will also provide an annual certification, in facilitating the use of a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness of such proxy voting recordsservice provider. For the avoidance of doubt, the Sub-Sub-Adviser and In no event shall the Sub-Adviser have sole and full discretion any responsibility to vote (or proxies that are not to vote) any securities constituting received on a timely basis. The Trust acknowledges that the Fund 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 Funds and the Adviser will not, directly or indirectly, attempt to influence such voting decisionFunds’ shareholders.

Proxy Voting. The 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 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 use its good faith judgment 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 which it 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 believes best serves request or as may be necessary for the interests 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 shareholders 's custodian and/or broker(s) to vote forward promptly to the Sub-Adviser or abstain from voting designated service provider copies of all proxies solicited by or with respect and shareholder communications relating to securities held in the issuers portfolio of any voting securities a Fund (other than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Adviser has the authority to engage a service provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Fund's custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser may in facilitating the use recommendations from of a third party in order service provider. In no event shall the Sub- Adviser have any responsibility to make voting decisions and may use vote proxies that are not received on a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”)timely basis. The Custodian shall cause to be forwarded to Trust acknowledges that the Sub-Sub-Adviser, consistent with the Sub-Adviser or Third Party Proxy Voting Service Provider all proxy solicitation materials that the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted Adviser's written proxy voting procedures that comply with the requirements of the 1940 Act policies and the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide the Trust’s Board as the Board procedures, may reasonably request, with refrain from voting a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designateproxy if, in a format reasonably requested by the Board. Upon reasonable requestSub- Adviser's discretion, refraining from voting would be in the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the Fund, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness best interests of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser and the Sub-Adviser have sole and full discretion to vote (or not to vote) any securities constituting the Fund and the Adviser will not, directly or indirectly, attempt to influence such voting decisionits shareholders.

Proxy Voting. The 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 use its good faith judgment 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 which it 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 believes best serves request or as may be necessary for the interests 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 shareholders 's custodian and/or broker(s) to vote forward promptly to the Sub-Adviser, or abstain from voting the Fund's designated service provider, copies of all proxies solicited by or with respect and shareholder communications relating to securities held in the issuers portfolio of any voting securities a Fund (other than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Fund's custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Sub-Adviser may use recommendations from has the authority to engage a third party in order to make voting decisions and may use a third party service provider on behalf of the Fund and at the Fund's expense to perform the assist with administrative functions related to voting (a “Third Party Proxy Voting Service Provider”)Fund proxies. The Custodian Trust shall cause direct the Fund's custodian and/or broker(s) to be forwarded to the Sub-Sub-Adviser, provide any assistance requested by the Sub-Adviser or Third Party Proxy Voting Service Provider all proxy solicitation materials that in facilitating the Fund or its representatives may receiveuse of a service provider. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide the Trust’s Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format reasonably requested by the Board. Upon reasonable request, the Sub-Sub-Adviser In no event shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the Fund, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser and the Sub-Adviser have sole and full discretion any responsibility to vote (or proxies that are not to vote) any securities constituting 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 and the Adviser will not, directly or indirectly, attempt to influence such voting decisionits shareholders.

Proxy Voting. The Sub-Adviser hereby authorizes the Sub-Adviser shall to use its good faith judgment in a manner which it reasonably believes best serves the economic interests of the each Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of any voting securities in the FundAllocated Assets in accordance with the Sub-Adviser’s proxy voting policies and procedures as in effect from time to time. The Sub-Sub-Adviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded to the Sub-Sub-Adviser, the Sub-Adviser or Third Party Proxy Voting Service Provider its designee all proxy solicitation materials that the Fund or its representatives may receiveAdviser receives. The Sub-Sub-Sub- Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide the Trust’s Board 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 acceptable to the Board. Upon reasonable request, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the FundAllocated Assets, including but not limited to those required by Form N-N- PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable mutually agreeable to the Adviser and the Sub-Adviser, attesting attesting, to the best of the Sub-Adviser’s knowledge, to the accuracy and completeness of such proxy voting records. For The Adviser, on behalf of the avoidance of doubtFund, the Subshall be responsible for making any required Form N-Sub-Adviser and the Sub-Adviser have sole and full discretion to vote (or not to vote) any securities constituting the Fund and the Adviser will not, directly or indirectly, attempt to influence such voting decisionPX filings.

Proxy Voting. The Sub-parties hereby agree that the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s shareholders to vote or abstain from assume responsibility for voting proxies and making all proxies solicited by or other voting and consent determinations with respect to the issuers of any voting securities and other instruments held in the Allocated Portion in accordance with the Sub-Adviser’s then-existing proxy voting policies and procedures (a copy of which has been provided by the Sub-Adviser to the Adviser); provided that the Sub-Adviser’s proxy voting policies and procedures for the Allocated Portion are not inconsistent with the proxy voting policies and procedures adopted by the Fund and provided to the Sub-Adviser from time to time. Sub-Adviser will be provided access to materials relating to such proxies in a timely fashion by the Fund’s proxy agent. The Sub-Sub-Adviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform execute the voting (a “Third Party Proxy Voting Service Provider”)voting. The Custodian Sub-Adviser shall cause to be forwarded to 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-Sub-AdviserAdviser votes proxies for the Fund, the Sub-Adviser or Third Party Proxy Voting Service Provider shall report to the Adviser in a timely manner a record of all proxy solicitation materials proxies voted, in such form and format that permits the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that to comply with the requirements of Form N-PX with respect to the 1940 Act and Allocated Portion. During any annual period in which the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide has voted proxies for 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 requestFund, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the Fundshall, including but not limited to those required as may reasonably be requested by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting certify as to the accuracy and completeness of such its compliance with its proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser policies and the Sub-Adviser have sole procedures and full discretion to vote (or not to vote) any securities constituting the Fund applicable federal statutes and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

Proxy Voting. If proxy voting applies to the Subadviser Assets, the Subadviser will comply with the provisions in this section as follows. The Sub-Sub-Adviser Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of any voting securities in the FundSubadviser Assets. The Sub-Sub-Adviser Subject to applicable SEC guidance, the Subadviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded to the Sub-Sub-Adviser, the Sub-Adviser Subadviser or Third Party Proxy Voting Service Provider all proxy solicitation materials that the Fund or its representatives may receive. The Sub-Sub-Adviser Subadviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Sub-Sub-Adviser Subadviser further agrees that it will provide provide, as applicable, 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 Subadviser shall provide the Adviser or the Fund’s administrator Administrator with all proxy voting records relating to the FundSubadviser Assets, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser Subadviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser and the Sub-Adviser have Subadviser has sole and full discretion to vote (or not to vote) any securities constituting the Fund Subadviser Assets and the Adviser will not, directly or indirectly, attempt to influence such the Subadviser’s voting decisiondecisions.

Proxy Voting. The Sub-parties hereby agree that the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves not be responsible for proxy voting; however, at the interests request of the Fund’s shareholders to vote or abstain from Adviser, the Sub-Adviser shall assume responsibility for voting proxies and making all proxies solicited by or other voting and consent determinations with respect to the issuers of any voting securities and other instruments held in the Fund. The Sub-Allocated Portion in (i) a manner deemed by the Sub-Adviser may use recommendations from a third party to be in order the best interests of the Fund (as it relates to make the Allocated Portion) and (ii) accordance with the Sub-Adviser’s proxy voting decisions policies and may use a third party service provider to perform the voting procedures (a “Third Party Proxy Voting Service Provider”copy of which has been provided to the Adviser). The Custodian 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-AdviserAdviser 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 or Third Party Proxy Voting Service Provider shall report to the Adviser in a timely manner a record of all proxy solicitation materials proxies voted, in such form and format that permits the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that to comply with the requirements of Form N-PX with respect to the 1940 Act and Allocated Portion. During any annual period in which the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide has voted proxies for 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 requestFund, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator certify as to its compliance with all its proxy voting records relating to the Fund, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy policies and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser procedures and the Sub-Adviser have sole applicable federal statutes and full discretion to vote (or not to vote) any securities constituting the Fund and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

Proxy Voting. The Sub-Sub-Adviser Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of any voting securities in the FundSubadviser Assets in accordance with its proxy voting policies and procedures as in effect from time to time. The Sub-Sub-Adviser Subject to the applicable SEC guidance, the Subadviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded to the Sub-Sub-Adviser, the Sub-Adviser Subadviser or Third Party Proxy Voting Service Provider all proxy solicitation materials that the Fund or its representatives may receive. The Sub-Sub-Adviser Subadviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Sub-Sub-Adviser Subadviser 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 Subadviser shall provide the Adviser or the Fund’s administrator Administrator with all proxy voting records relating to the FundSubadviser Assets, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser Subadviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser and the Sub-Adviser have Subadviser has sole and full discretion to vote (or not to vote) any securities constituting the Fund 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 voting decisionaction.

Proxy Voting. The Sub-Sub-Pursuant to Board authority, the Adviser shall use its good faith judgment in a manner which it reasonably believes best serves has the interests of the Fund’s shareholders authority to vote or abstain from voting all proxies solicited by or determine how proxies, with respect to securities that are held by the issuers of any voting Funds, shall be voted, and the Adviser has determined to delegate the authority and responsibility to vote proxies for each Fund's securities in the Fund. The Sub-Sub-Adviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded to the Sub-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 Third Party Proxy Voting Service Provider all documents necessary for the Adviser to exercise its proxy solicitation materials that the Fund or its representatives may receivevoting 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 agrees that it has adopted written proxy voting procedures that comply with the requirements and those of the 1940 Act and the Advisers ActFund. The Sub-Sub-Adviser further agrees shall carry out such responsibility in accordance with any written instructions that it will the Board or the Adviser shall provide the Trust’s Board from time to time and shall provide such reports and keep such records relating to proxy voting as the Board may reasonably request, request or as may be necessary for the Funds to comply with a written report the 1940 Act and other applicable law. Any such delegation 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, 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 provide not be responsible for advising or acting for the Adviser or the Fund’s administrator with all proxy voting records relating to the Fundin legal proceedings, including but not limited to those required class actions, settlements and related proofs of claim, or bankruptcies, involving securities purchased or held by Form Nthe Fund. Should the Sub-PXAdviser receive notices or related materials for the Fund involving securities purchased by the Sub-Adviser for the Fund, the Sub-Adviser shall use commercially reasonable efforts to transmit copies of such notices to the Adviser's current custodian for the Fund. The Sub-Sub-Adviser shall not incur any liability for any delay or the Sub-Adviser will also failure to timely provide an annual certification, in a form reasonably acceptable such notices or related materials to the Adviser, attesting to 's current custodian for the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser and the Sub-Adviser have sole and full discretion to vote (or not to vote) any securities constituting the Fund and the Adviser will not, directly or indirectly, attempt to influence such voting decisionFund.

Proxy Voting. The Sub-parties hereby agree that the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s shareholders to vote or abstain from assume responsibility for voting proxies and making all proxies solicited by or other voting and consent determinations with respect to the issuers of any voting securities and other instruments held in the FundAllocated Portion in accordance with the Sub-Adviser’s then-existing proxy voting policies and procedures (a copy of which has been provided by the Sub-Adviser to the Adviser); provided that, as of the date hereof, the Sub-Adviser’s proxy voting policies and procedures for the Allocated Portion are not, to the knowledge of the Sub-Adviser, inconsistent with the proxy voting policies and procedures adopted by the Fund and provided to the Sub-Adviser. The Sub-Adviser shall, upon request, provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. The Sub-Adviser may use recommendations from a third third-party in order to make voting decisions and may use a third third-party service provider to perform execute the voting (a “Third Party Proxy Voting Service Provider”)voting. The Custodian Adviser shall cause to be forwarded to responsible for giving the Sub-Adviser access to the Fund’s proxy voting portal. To the extent that the Sub-AdviserAdviser votes proxies for the Fund, the Sub-Adviser or Third Party Proxy Voting Service Provider shall report to the Adviser in a timely manner a record of all proxy solicitation materials proxies voted, in such form and format that permits the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that to comply with the requirements of Form N-PX with respect to the 1940 Act and Allocated Portion. During any annual period in which the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide has voted proxies for 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 requestFund, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the Fundshall, including but not limited to those required as may reasonably be requested by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting certify as to the accuracy and completeness of such its compliance with its proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser policies and the Sub-Adviser have sole procedures and full discretion to vote (or not to vote) any securities constituting the Fund applicable federal statutes and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

Proxy Voting. 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 Sub-Sub-Subadviser shall carry out said responsibility in accordance with any guidance that the Board or the Adviser shall use its good faith judgment provide from time to time, and at all times in a manner which it 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 believes best serves may request or as may be necessary for the interests Fund to comply with the 1940 Act and other applicable law. Any said delegation of proxy voting responsibility to the Fund’s shareholders Subadviser may be revoked or modified by the Board or the Adviser at any time. The Adviser shall provide such assistance to vote or abstain from voting all proxies solicited by or 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 held in the portfolio of the Fund (other than materials relating to legal proceedings against the Fund). The Subadviser also may instruct the Fund’s custodian and/or broker(s) to provide reports of holdings in the portfolio of the Fund. The Sub-Sub-Adviser may use recommendations from Subadviser has the authority to engage a third party in order to make voting decisions and may use a third party service provider to perform the assist with administrative functions related to voting (a “Third Party Proxy Voting Service Provider”)Fund proxies. The Custodian Trust shall cause direct the Fund’s custodian and/or broker(s) to be forwarded provide any assistance requested by the Subadviser in facilitating the use of a service provider. In no event shall the Subadviser have any responsibility to the Sub-Sub-Adviser, the Sub-Adviser or Third Party Proxy Voting Service Provider all proxy solicitation materials vote proxies that are not received on a timely basis. The Trust acknowledges that the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted Subadviser, consistent with the Subadviser’s written proxy voting procedures that comply with the requirements of the 1940 Act policies and the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide the Trust’s Board as the Board procedures, may reasonably request, with refrain from voting a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designateproxy if, in a format reasonably requested by the Board. Upon reasonable requestSubadviser’s discretion, refraining from voting would be in the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the Fund, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness best interests of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser and the Sub-Adviser have sole and full discretion to vote (or not to vote) any securities constituting the Fund and the Adviser will not, directly or indirectly, attempt to influence such voting decisionFund’s shareholders.

Proxy Voting. The Sub-parties hereby agree that the Sub-Adviser shall use its good faith judgment not be responsible for proxy voting in a manner which it reasonably believes best serves the interests respect of the Fund’s shareholders to vote or abstain from 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 proxies solicited by or other voting and consent determinations with respect to the issuers of any voting securities and other instruments held in the Fund. The Sub-Allocated Portion in (i) a manner deemed by the Sub-Adviser may use recommendations from a third party to be in order the best interests of the Fund (as it relates to make the Allocated Portion) and (ii) accordance with the Sub-Adviser’s then existing proxy voting decisions policies and may use a third party service provider to perform the voting procedures (a “Third Party Proxy Voting Service Provider”copy of which has been provided to the Adviser). The Custodian 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-AdviserAdviser 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 or Third Party Proxy Voting Service Provider shall report to the Adviser in a timely manner a record of all proxy solicitation materials proxies voted, in such form and format that permits the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that to comply with the requirements of Form N-PX with respect to the 1940 Act and Allocated Portion. During any annual period in which the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide has voted proxies for 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 requestFund, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the Fundshall, including but not limited to those required as may reasonably be requested by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting certify as to the accuracy and completeness of such its compliance with its proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser policies and the Sub-Adviser have sole procedures and full discretion to vote (or not to vote) any securities constituting the Fund applicable federal statutes and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

Proxy Voting. The Sub-Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves Board has the interests of the Fund’s shareholders authority to vote or abstain from voting all determine how proxies solicited by or with respect to securities that are held by each Fund shall be voted, and the issuers of any voting Board initially has determined to delegate the authority and responsibility to vote proxies for the Funds’ securities in to the FundAdviser. The Sub-Sub-Adviser may use recommendations shall carry out said responsibilities in accordance with any instructions that the Board shall provide from a third party in order time to make voting decisions time, subject to the Adviser’s obligations under the Advisers Act and may use a third party service provider the Adviser’s fiduciary responsibilities to perform the voting (a “Third Party Proxy Voting Service Provider”)Trust. The Custodian Adviser shall cause provide periodic reports and keep those records relating to be forwarded to the Sub-Sub-Adviser, the Sub-Adviser or Third Party Proxy Voting Service Provider all proxy solicitation materials that the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that as the Board reasonably may request or as may be necessary for the Funds to comply with the requirements of the 1940 Act and other applicable law. Any said delegation of proxy voting responsibility to the Advisers ActAdviser may be revoked or modified by the Board at any time. The Sub-Sub-Adviser further agrees that it will provide is authorized to instruct the Trust’s Board as Funds’ custodian and/or broker(s) promptly to forward to the Board may reasonably request, with a written report Adviser or designated service provider copies of all proxies and shareholder communications relating to securities held in the portfolios of the proxies voted during Funds (other than materials relating to legal proceedings against the most recent 12-month period or such other period as Funds). The Adviser also may instruct the Board may designate, Funds’ custodian and/or broker(s) to provide reports of holdings in a format reasonably 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 BoardAdviser in facilitating the use of a service provider. Upon reasonable request, the Sub-Sub-Adviser In no event shall provide the Adviser or have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Adviser, consistent with the Adviser’s written proxy voting policies and procedures, may refrain from voting a proxy if, in the Adviser’s discretion, refraining from voting would be in the best interests of a Fund and the Fund’s administrator with all proxy voting records relating to the Fund, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser and the Sub-Adviser have sole and full discretion to vote (or not to vote) any securities constituting the Fund and the Adviser will not, directly or indirectly, attempt to influence such voting decisionshareholders.

Proxy Voting. The Sub-parties hereby agree that the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s shareholders to vote or abstain from assume responsibility for voting proxies and making all proxies solicited by or other voting and consent determinations with respect to the issuers of any voting securities and other instruments held in the FundAllocated Portion in accordance with the Sub-Adviser’s then-existing proxy voting policies and procedures (a copy of which has been provided by the Sub-Adviser to the Adviser); provided that the Sub-Adviser’s proxy voting policies and procedures for the Allocated Portion are not, to the knowledge of the Sub-Adviser, inconsistent with the proxy voting policies and procedures adopted by the Fund and provided to the Sub-Adviser from time to time. The Sub-Adviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of Form N-1A for inclusion in the Registration Statement of the Trust. The Sub-Adviser may use recommendations from a third third-party in order to make voting decisions and may use a third third-party service provider to perform execute the voting (a “Third Party Proxy Voting Service Provider”)voting. The Custodian Adviser shall cause to be forwarded to 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-AdviserAdviser votes proxies for the Fund, the Sub-Adviser or Third Party Proxy Voting Service Provider shall, upon request, report to the Adviser in a timely manner a record of all proxy solicitation materials proxies voted, in such form and format that permits the Fund or its representatives may receive. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that to comply with the requirements of Form N-PX with respect to the 1940 Act and Allocated Portion. During any annual period in which the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide has voted proxies for 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 requestFund, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the Fundshall, including but not limited to those required as may reasonably be requested by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting certify as to the accuracy and completeness of such its compliance with its proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser policies and the Sub-Adviser have sole procedures and full discretion to vote (or not to vote) any securities constituting the Fund applicable federal statutes and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

Proxy Voting. The Sub-It is currently anticipated that the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves not be responsible for proxy voting; however, at the interests request of the Fund’s shareholders to vote or abstain from Adviser, the Sub-Adviser shall assume responsibility for voting proxies and making all proxies solicited by or other voting and consent determinations with respect to the issuers of any voting securities and other instruments held in the Fund. The Sub-Allocated Portion (i) in a manner deemed by the Sub-Adviser may use recommendations from a third party to be in order the best interests of the Fund (as it relates to make the Allocated Portion) and (ii) in accordance with the Sub-Adviser’s proxy voting decisions policies and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”)procedures in effect at such time. The Custodian Adviser shall provide the Sub-Adviser notice reasonably in advance of any request that the Sub-Adviser vote proxies on behalf of the Fund (it being understood that a single notice may state a continuing obligation), and shall cause materials relating to such proxies to be forwarded to the Sub-Sub-Adviser in a timely fashion by the Fund’s custodian, the Administrator or another party. In addition, at the request of the Adviser, the Sub-Adviser shall be responsible for the filing of claims (or Third Party Proxy Voting Service Provider all proxy solicitation materials that otherwise causing the Fund to participate) in class action settlements or its representatives similar proceedings in which shareholders may receiveparticipate related to securities currently or previously associated with the Allocated Portion. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements shall promptly provide copies of any such filings made on behalf of the 1940 Act Fund and respond to inquires by the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide the Trust’s Board as or the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or regarding such other period as the Board may designate, in a format reasonably requested by the Boardfilings. 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 provide report to the Adviser or in a timely manner a record of all proxies voted, in such form and format that permits the Fund’s administrator Fund to comply with all proxy voting records relating to the Fund, including but not limited to those required by requirements of Form N-PXPX with respect to the Allocated Portion. The Sub-Sub-Adviser or During any annual period in which the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to has voted proxies for the Adviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubtFund, the Sub-Sub-Adviser shall certify as to its compliance with its proxy voting policies and the Sub-Adviser have sole procedures and full discretion to vote (or not to vote) any securities constituting the Fund applicable federal statutes and the Adviser will not, directly or indirectly, attempt to influence such voting decisionregulations.

Proxy Voting. The Sub-Sub-Pursuant to Board authority, the Adviser shall use its good faith judgment in a manner which it reasonably believes best serves has the interests of the Fund’s shareholders authority to vote or abstain from voting all determine how proxies solicited by or with respect to investment instruments that are held by the issuers of any voting securities in Funds shall be voted, and the Fund. The Sub-Sub-Adviser may use recommendations from a third party in order delegate the authority and responsibility to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded 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 or Third Party Proxy Voting Service Provider all proxy solicitation materials that 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 representatives may receiveproxy voting responsibilities. The Sub-Sub-Adviser agrees shall carry out such responsibility in accordance with any instructions that it has adopted written proxy voting procedures that comply 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 requirements of the 1940 Advisers Act and its fiduciary responsibilities to the Advisers ActTrust. 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 the Adviser or the Fund’s administrator with all a copy of its written proxy voting policies and procedures and as such may be amended from time to time. The Sub-Adviser shall provide to the Adviser and the Board periodic reports and keep such records relating to proxy voting as the Board may reasonably request or as may be necessary for the Funds to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Sub-Adviser may be revoked or modified by the Board or the Adviser at any time. Unless and until otherwise directed by the Adviser or the Board, the Sub-Adviser shall 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 is authorized to instruct the Funds' custodian and/or broker(s) to forward promptly to the Sub-Adviser or designated service providers copies of all proxies and shareholder communications relating to investment instruments held in the portfolio of a Fund (other than materials relating to legal proceedings against the Fund). The Sub-Adviser may also instruct the Funds' custodian and/or broker(s) to provide reports of holdings in the portfolio of the Funds. The Sub-Adviser has the authority to engage a service provider to assist with administrative functions related to voting Fund proxies. The Trust shall direct the Funds' custodian and/or broker(s) to provide any assistance requested by the Sub-Adviser in facilitating the use of a service provider. In no event shall the Sub-Adviser have any responsibility to vote proxies that are not received on a timely basis. The Trust acknowledges that the Sub-Adviser, consistent with the Sub-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 will not advise or take any action on behalf of a Fund in any contemplated or actual legal proceedings, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser bankruptcies, tax reclaims or class actions (including the filing of proofs of claim), and the Sub-Adviser will also provide an annual certificationnot be responsible for determining the Fund's eligibility to participate in any such proceeding with respect to any securities or other instruments held or formerly held in the Fund, or for taking any action in a form reasonably acceptable to the Adviserconnection with such proceeding, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Sub-Sub-Adviser and the Sub-Adviser have sole and full discretion to vote (or not to vote) any securities constituting the Fund and the Adviser will not, directly or indirectly, attempt to influence such voting decisionTrust expressly reserves this authority for itself.

Proxy Voting. The Sub-Sub-Adviser Employer Securities. When the Plan Sponsor files preliminary or final proxy solicitation materials with the Securities and Exchange Commission, the Plan Sponsor shall use its good faith judgment in cause a manner which it reasonably believes best serves copy of all materials to be simultaneously sent to the interests Responsible Fiduciary. Based on these materials, the Responsible Fiduciary will ensure that a voting instruction form is prepared. At the time of mailing of notice of each annual or special stockholders’ meeting of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to Plan Sponsor, the issuers of any voting securities in the Fund. The Sub-Sub-Adviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian Plan Sponsor shall cause to be forwarded to a copy of the Sub-Sub-Adviser, the Sub-Adviser or Third Party Proxy Voting Service Provider notice and all proxy solicitation materials that to be sent to each Participant and Beneficiary with an interest in Employer Securities held in the Fund Trust, together with the foregoing voting instruction form to be returned to the Responsible Fiduciary or its representatives may receivedesignee. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide the Trust’s Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format reasonably requested by the Board. Upon reasonable request, the Sub-Sub-Adviser Responsible Fiduciary shall provide the Adviser or the Fund’s administrator Trustee with all proxy voting records relating a copy of any materials provided to the Fund, including but not limited Participants and Beneficiaries and shall certify to those required by Form N-PXthe Trustee that the materials have been mailed or otherwise sent to the Participants and Beneficiaries. The Sub-Sub-Adviser 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 Sub-Adviser will also provide an annual certification, 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 form reasonably then acceptable written format. These directions shall be held in confidence by the Responsible Fiduciary and shall not be divulged to the AdviserPlan Sponsor, attesting to or any officer or employee thereof, or any other person. Upon its receipt of the accuracy and completeness of such proxy voting records. For the avoidance of doubtdirections, the Sub-Sub-Adviser and Responsible Fiduciary shall direct the Sub-Adviser have sole and full discretion Trustee on how to vote the shares of the Employer Securities reflecting the Participant’s or Beneficiary’s proportional interest in the Employer Securities held in the Trust as directed by the Participant. Shares of the Employer Securities reflecting Participant’s or Beneficiary’s proportional interest in the Employer Securities held in the Trust (both vested and unvested) for which it has received no directions from Participants or Beneficiaries shall be voted in the same proportion on each issue as it votes those shares for which it received voting directions from Participants and Beneficiaries. Shares of the Employer Securities not credited to vote) any securities constituting Participants’ or Beneficiaries’ Accounts shall be voted in the Fund and same proportion on each issue as it votes those shares credited to Participants’ or Beneficiaries’ Accounts for which it received voting directions from Participants or Beneficiaries. If the Adviser Responsible Fiduciary determines that it would be imprudent to vote shares of Employer Securities in the manner described herein, he or she will not, directly change the manner in which shares are voted so as to comply with his or indirectly, attempt to influence such voting decisionher fiduciary responsibilities under the applicable law.

Proxy Voting. The Sub-Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the economic interests of the each Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of any voting securities in the FundAllocated Assets. The Sub-Sub-Adviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded to the Sub-Sub-Adviser, the Sub-Adviser or Third Party Proxy Voting Service Provider its designee all proxy solicitation materials that the Fund or its representatives may receiveAdviser receives. The Sub-Sub-Adviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Sub-Sub-Adviser further agrees that it will provide the Trust’s Board 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 acceptable to the Board. Upon reasonable request, the Sub-Sub-Adviser shall provide the Adviser or the Fund’s administrator with all proxy voting records relating to the FundAllocated Assets, including but not limited to those required by Form N-PX. The Sub-Sub-Adviser or the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting attesting, to the best of the Sub-Adviser’s knowledge, to the accuracy and completeness of such proxy voting records. For The Sub-Adviser will not file class action claim forms for or on behalf of the avoidance 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 doubtsecurities held in, or formerly held in, each Fund, unless the Sub-Sub-Adviser, the Adviser and the Trust mutually agree in writing that the Sub-Adviser have sole and full discretion to vote (or not to vote) any securities constituting the Fund and the Adviser will not, directly or indirectly, attempt to influence may take such voting decisionactions.