Common use of Exercise of Voting Rights Clause in Contracts

Exercise of Voting Rights. Money Manager shall not vote any proxies solicited by or with respect to the issuers of securities in which assets of the Fund Account may be invested and will promptly forward any proxies it may receive as directed by XXX. If Money Manager requests that RIM vote a proxy in a specified manner, such request by Money Manager, which shall not be binding upon RIM, shall be made on the sole basis that such vote is in the best interests of the Investment Company’s shareholders and is in accordance with applicable state and federal law, statutes, rules and regulations governing the voting of proxies by registered investment advisers, investment companies and fiduciaries. Each such request shall be accompanied by information satisfactory to RIM explaining the requested vote which information shall set forth any interest, direct or indirect, of Money Manager in the outcome of the vote. In connection with each such request, Money Manager shall be deemed to have made a representation to RIM and the Investment Company that such request has been made in compliance with this Section 8 and that all information provided in connection with such request is accurate and complete in all material respects.

Exercise of Voting Rights. Money Manager shall not vote any proxies solicited by or with respect to the issuers of securities in which assets of the Fund Account may be invested and will promptly forward any proxies it may receive as directed by XXXXXXXx. If Money Manager requests that RIM RIMCo vote a proxy in a specified manner, such request by Money Manager, which shall not be binding upon RIMRIMCo, shall be made on the sole basis that such vote is in the best interests of the Investment Company’s shareholders and is in accordance with applicable state and federal law, statutes, rules and regulations governing the voting of proxies by registered investment advisers, investment companies and fiduciaries. Each such request shall be accompanied by information satisfactory to RIM RIMCo explaining the requested vote which information shall set forth any interest, direct or indirect, of Money Manager in the outcome of the vote. In connection with each such request, Money Manager shall be deemed to have made a representation to RIM RIMCo and the Investment Company that such request has been made in compliance with this Section 8 and that all information provided in connection with such request is accurate and complete in all material respects.