Proxy Voting Policies, Procedures and Guidelines

Oak Hill Asset Management Inc. (“OHAM”) will vote proxies, subject to the following conditions:

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1. OHAM will vote proxies in the best interests of the applicable fund.

2. OHAM has engaged a third party to help advise on proxy voting matters and record keeping.

3. Where a conflict of interest arises between OHAM’s interests and those of a fund, the fund's interest will prevail. OHAM will document any instance where a conflict of interest could be construed.

4. OHAM will attempt to vote for all proxies. However, there may be circumstances where voting may be impractical. These situations include but are not limited to insufficient information available, proxy documents not being delivered by the custodian in a timely fashion, lack of English proxy materials, cost of voting outweighs the potential benefit to a fund, and lack of materiality.

5. Accordingly, OHAM generally votes proxies in a uniform manner for its funds and in accordance with these Policies, Procedures and Guidelines.

6. The Guidelines are available upon request by contacting us by email at info@oakhillam.com or by telephone at: 1.833.844.6426