Common use of Proxies and Other Legal Notices Clause in Contracts

Proxies and Other Legal Notices. (a) Decisions on proxy voting will be made by RM Adviser, acting on behalf of MogulREIT II. The RM Parties acknowledge and agree that Manager has no obligation to vote proxies; rather, proxies will be sent by the Custodian directly to RM Adviser on behalf of MogulREIT II, and MogulREIT II shall be solely responsible for voting such proxies. (b) Manager shall not be expected or required to take any action with respect to lawsuits involving securities presently or formerly held in the Account, or the issuers thereof. (c) The RM Parties acknowledge that Manager or its affiliates may, from time to time, recommend litigation against an issuer (whether by opting into or out of any existing class action lawsuit or otherwise) on behalf of one or more of the registered investment companies or other pooled investment vehicles advised by Manager or its affiliates. In such cases, Manager will not provide the RM Parties with notice of, or the opportunity to participate in, such litigation. The RM Parties, and each of them, agree to hold Manager harmless for not including the Account in any such litigation. Notwithstanding the foregoing, federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and nothing herein shall constitute a waiver or limitation of any rights the RM Parties may have under any federal or state securities laws. (d) Unless otherwise agreed, Manager shall not be expected or required to file proofs of claim with respect to securities held in the portfolio of MogulREIT II that may be the subject of bankruptcy proceedings. Manager shall not be responsible for any failures to make such filings or, if Manager is acting under the authority granted to it and determines in its sole discretion to make such filings, for any failure to make such filings in a timely manner.

Proxies and Other Legal Notices. (a) Decisions on proxy voting will be made by RM Adviser, acting on behalf of MogulREIT IIManager unless such decisions are expressly reserved by Client. The RM Parties acknowledge and agree that Manager has no Manager’s obligation to vote proxies; rather, proxies will shall be sent by contingent upon (i) receipt of proxies from the Custodian directly to RM Adviser on behalf of MogulREIT IIor Client in a timely manner, and MogulREIT II shall be solely responsible for voting such proxies. (bii) the lack of any legal encumbrance to voting, including any securities lending or similar program. Manager shall not be expected or required to take any action with respect to lawsuits involving securities presently or formerly held in the Account, or the issuers thereof. (c) The RM Parties acknowledge . However, Manager will use commercially reasonable efforts to file proofs of claim on behalf of the Account in class-action lawsuits involving securities presently or formerly held in the Account and, in that regard, Manager may, without prior permission or consent, disclose information about the Account whether by including such information in any such proofs of claim or otherwise disclosing such information in any matter related thereto. Manager may, at any time, terminate this service of filing proofs of claim by giving notice of such termination to Client, and such service shall, if not sooner terminated, automatically terminate upon the termination of this Agreement. Client acknowledges that by filing a proof of claim on Client’s behalf, Manager may waive Client’s right to pursue separate litigation against the issuer with respect to the subject matter of the lawsuit. Client also acknowledges that Manager or its affiliates may, from time to time, recommend litigation against an issuer (whether by opting into or out of any existing class action lawsuit or otherwise) on behalf of one or more of the registered investment companies or other pooled investment vehicles advised by Manager or its affiliates. In such cases, Manager will not provide the RM Parties Client with notice of, or the opportunity to participate in, such litigation. The RM Parties, and each of them, agree Client agrees to hold Manager harmless for not including the Account in any such litigation. Notwithstanding With respect to bankruptcies involving issuers of securities on behalf of one or more of the foregoingregistered investment companies or other pooled investment vehicles advised by Manager or its affiliates, federal Client also acknowledges that Manager may, in its sole discretion, participate in bankruptcy proceedings and state securities laws impose liabilities under certain circumstances join creditors’ committees on persons who act in good faith, and nothing herein shall constitute a waiver behalf of one or limitation more of any rights the RM Parties may have under any federal registered investment companies or state securities laws. (d) other pooled investment vehicles advised by Manager or its affiliates. Unless otherwise agreed, Manager shall will not be expected or required to file proofs of claim with respect to securities held in the portfolio of MogulREIT II the Client that may be the subject of bankruptcy proceedings. Manager shall will not be responsible for any failures to make such filings or, if Manager is acting under the authority granted to it and it, determines in its sole discretion to make such filings, for any failure to make such filings in a timely manner.

Proxies and Other Legal Notices. (a) Decisions on proxy voting will be made by RM Adviser, acting on behalf of MogulREIT IIManager unless such decisions are expressly reserved by Client. The RM Parties acknowledge and agree that Manager has no Manager’s obligation to vote proxies; rather, proxies will shall be sent by contingent upon (i) receipt of proxies from the Custodian directly to RM Adviser on behalf of MogulREIT IIor Client in a timely manner, and MogulREIT II shall be solely responsible for voting such proxies. (bii) the lack of any legal encumbrance to voting, in- cluding any securities lending or similar program. Manager shall not be expected or required to take any action with respect to lawsuits involving securities presently or formerly held in the Account, or the issuers thereof. (c) The RM Parties acknowledge . However, Manager will use commercially reasonable efforts to file proofs of claim on behalf of the Account in class-action lawsuits involving securities presently or formerly held in the Account and, in that regard, Manager may, without prior permission or consent, disclose information about the Account whether by including such information in any such proofs of claim or otherwise disclosing such information in any matter related thereto. Manager may, at any time, terminate this service of filing proofs of claim by giving notice of such termination to Client, and such service shall, if not sooner terminated, automatically terminate upon the termination of this Agreement. Client acknowledges that by filing a proof of claim on Client’s behalf, Manager may waive Client’s right to pursue separate litigation against the issuer with respect to the subject matter of the lawsuit. Client also acknowledges that Manager or its affiliates may, from time to time, recommend litigation against an issuer (whether by opting into or out of any existing class action lawsuit or otherwise) on behalf of one or more of the registered investment companies or other pooled investment vehicles advised by Manager or its affiliates. In such cases, Manager will not provide the RM Parties Client with notice of, or the opportunity to participate in, such litigation. The RM Parties, and each of them, agree Client agrees to hold Manager harmless for not including the Account in any such litigation. Notwithstanding With respect to bankruptcies involving issuers of securities on behalf of one or more of the foregoingregistered invest- ment companies or other pooled investment vehicles advised by Manager or its affiliates, federal Client also acknowl- edges that Manager may, in its sole discretion, participate in bankruptcy proceedings and state securities laws impose liabilities under certain circumstances join creditors’ com- mittees on persons who act in good faith, and nothing herein shall constitute a waiver behalf of one or limitation more of any rights the RM Parties may have under any federal registered investment companies or state securities laws. (d) other pooled investment vehicles advised by Manager or its affiliates. Unless otherwise agreed, Manager shall will not be expected or required to file proofs of claim with respect to securities held in the portfolio of MogulREIT II the Client that may be the subject of bankruptcy bankrupt- cy proceedings. Manager shall will not be responsible for any failures to make such filings or, if Manager is acting under the authority granted to it and it, determines in its sole discretion to make such filings, for any failure to make such filings in a timely manner.

Proxies and Other Legal Notices. (a) Decisions on proxy voting will be made by RM Adviser, acting on behalf of MogulREIT IIMogulREIT. The RM Parties acknowledge and agree that Manager has no obligation to vote proxies; rather, proxies will be sent by the Custodian directly to RM Adviser on behalf of MogulREIT IIAdviser, and MogulREIT II RM Adviser shall be solely responsible for voting such proxiesproxies on behalf of MogulREIT. (b) Manager shall not be expected or required to take any action with respect to lawsuits involving securities presently or formerly held in the Account, or the issuers thereof. (c) The RM Parties acknowledge that Manager or its affiliates may, from time to time, recommend litigation against an issuer (whether by opting into or out of any existing class action lawsuit or otherwise) on behalf of one or more of the registered investment companies or other pooled investment vehicles advised by Manager or its affiliates. In such cases, Manager will not provide the RM Parties with notice of, or the opportunity to participate in, such litigation. The RM Parties, and each of them, agree to hold Manager harmless for not including the Account in any such litigation. Notwithstanding the foregoing, federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and nothing herein shall constitute a waiver or limitation of any rights the RM Parties may have under any federal or state securities laws. (d) Unless otherwise agreed, Manager shall not be expected or required to file proofs of claim with respect to securities held in the portfolio of MogulREIT II that may be the subject of bankruptcy proceedings. Manager shall not be responsible for any failures to make such filings or, if Manager is acting under the authority granted to it and determines in its sole discretion to make such filings, for any failure to make such filings in a timely manner.