Common use of Agreements of the Parties Clause in Contracts

Agreements of the Parties. (a) The Fund will advise the Underwriters and the Investment Adviser (1) of the issuance by the U.S. Securities and Exchange Commission (the “SEC”) or the Commodity Futures Trading Commission (the “CFTC”) of any order to the Fund or the Investment Adviser which relates to the Fund (or as soon as the Fund has actual knowledge of such order), (2) of receipt by the Fund of any notice of the initiation or threatening of any proceedings for or the issuance of any order by the SEC or the CFTC suspending approval of the transactions contemplated herein, and (3) of receipt by the Fund or any representatives or attorney of the Fund of any other communication from the SEC or the CFTC relating to the Fund or to the transactions contemplated herein except for routine communication occurring more than one year from the date of this Underwriting Agreement and, with respect to (1) and (3) above, communications relating to any offering of debt securities. The Fund will make every reasonable effort to prevent the issuance of an order suspending the approval of the Fund and the transactions contemplated herein and, if any such order is issued, to use its best reasonable efforts to obtain its lifting as soon as possible. (b) During such period as the Prospectus is required by law to be delivered by the Underwriters or a dealer, the Fund will deliver, without charge, to the Underwriters and dealers, at such office or offices as the Underwriters may designate, as many copies of the prospectus as the Underwriters may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser, not misleading, or if during such period it is necessary to amend or supplement the Prospectus to comply with the ICA, applicable laws of Puerto Rico or the United States, the Fund promptly will prepare, submit to the Underwriters, file with the SEC (if required by applicable law) and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Underwriters will furnish to the Fund) to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaser, be misleading in any material respect and will comply with the ICA and other applicable laws of Puerto Rico and the United States (provided that, if the amendment or supplement is required exclusively as a result of a misstatement or omission by the Underwriters, the Fund may deliver such amendment or supplement to the Underwriters at a reasonable charge not to exceed the actual cost thereof to the Fund). Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 7 hereof. (c) The Fund will make generally available to holders of the Fund’s securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the date of the Prospectus falls, an earnings statement, if applicable. (d) The Fund will pay, or reimburse if paid by the Underwriters, whether or not the transactions contemplated by this Underwriting Agreement are consummated or this Underwriting Agreement is terminated, all costs and expenses incident to the performance of the obligations of the Fund under the Underwriting Agreement, including but not limited to costs and expenses of or relating to (1) the preparation and printing of the Prospectus, all amendments and supplements thereto, and the printing or other reproduction of the Underwriting Agreement, any dealer agreements, and any other documents or agreements in connection therewith, (2) the issuance of the Shares and the preparation and delivery of certificates for the Shares, if any, (3) the furnishing (including costs of shipping and mailing) to the Underwriters and dealers of copies of the Prospectus, and all amendments or supplements thereto, and of the other documents required by this Section to be so furnished, (4) all transfer taxes, if any, with respect to the sale and delivery of the Shares to the Underwriters, and (5) the transfer agent for the Shares. (e) If this Underwriting Agreement is terminated pursuant to any of its provisions, including but not limited to those of Section 10 hereof, except as otherwise provided herein, no party will be under any liability to any other party, except that (1) if this Underwriting Agreement is terminated by (x) the Fund or the Investment Adviser pursuant to any of the provisions hereof (otherwise than pursuant to Section 11 hereof) or (y) by the Underwriters because of any inability, failure or refusal on the part of the Fund or the Investment Adviser to comply with its terms or because any of the conditions in Section 7 are not satisfied, the Fund and the Investment Adviser, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of its counsel) incurred by it in connection with the proposed purchase and sale of the Shares, provided that such reimbursement will be in equal amounts as between the Investment Adviser for any action jointly taken and provided further that each Investment Adviser will reimburse the Underwriters for all of such expenses with respect to any action or failure to take action not agreed to by the other Investment Adviser, and (2) if the Underwriters have failed or refused to purchase the Shares agreed to be purchased by them under this Underwriting Agreement, without reason sufficient to justify cancellation or termination of their obligations pursuant to this Underwriting Agreement in accordance with its terms, the Underwriters will not be relieved of liability to the Fund for damages occasioned by their default. (f) The Fund will direct the investment of the proceeds of the offering of the Shares in such a manner as to comply with the investment objective, policies and restrictions of the Fund. (g) The Underwriters covenant to provide a Prospectus and obtain a Representation Letter (as described in the Fund’s Prospectus) with respect to all purchasers of Shares prior to the time of investment and to indemnify the Fund against damages arising from its failure to do so. The Underwriters also agree to require any dealer entering into an agreement with them to covenant and agree that such dealer(s) will offer, sell, pledge, hypothecate or otherwise transfer Shares exclusively to Puerto Rico Residents as defined in the Prospectus, to obtain from such persons a letter of representation in the form set forth in Appendix B to the Prospectus, prior to the time of investment, and to indemnify the Fund against all damages from its failure to do so. The Underwriters also agree to indemnify the Fund in the event such dealer fails to meet its obligations. (h) The Underwriters covenant to use only advertisements and sales literature that have been approved by the Fund. The Fund shall have 10 days to review such advertisement material prior to its use.

Agreements of the Parties. (a) The Fund will advise the Underwriters and the Investment Adviser Advisers (1) of the issuance by the U.S. Securities and Exchange Commission (the “SEC”) or the Commodity Futures Trading Commission (the “CFTC”) of any order to the Fund or the Investment Adviser Advisers which relates to the Fund (or as soon as the Fund has actual knowledge of such order), (2) of receipt by the Fund of any notice of the initiation or threatening of any proceedings for or the issuance of any order by the SEC Commission or the CFTC suspending approval of the transactions contemplated herein, and (3) of receipt by the Fund or any representatives or attorney of the Fund of any other communication from the SEC Commission or the CFTC relating to the Fund or to the transactions contemplated herein except for routine communication occurring more than one year from the date of this Underwriting Agreement and, with respect to (1) and (3) above, communications relating to any offering of debt securitiesAgreement. The Fund will make every reasonable effort to prevent the issuance of an order suspending the approval of the Fund and the transactions contemplated herein and, if any such order is issued, to use its best reasonable efforts to obtain its lifting as soon as possible. (b) During such period as the Prospectus is required by law to be delivered by the Underwriters or a dealer, the Fund will deliver, without charge, to the Underwriters and dealers, at such office or offices as the Underwriters may designate, as many copies of the prospectus as the Underwriters may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser, not misleading, or if during such period it is necessary to amend or supplement the Prospectus to comply with the ICA, applicable laws of Puerto Rico or the United States, the Fund promptly will prepare, submit to the Underwriters, file with the SEC Commission (if required by applicable law) and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Underwriters will furnish to the Fund) to whom Shares Notes may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaser, be misleading in any material respect and will comply with the ICA and other applicable laws of Puerto Rico and the United States (provided that, if the amendment or supplement is required exclusively as a result of a misstatement or omission by the Underwriters, the Fund may deliver such amendment or supplement to the Underwriters at a reasonable charge not to exceed the actual cost thereof to the Fund). Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 7 hereof. (c) The Fund will make generally available to holders of the Fund’s securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the date of the Prospectus falls, an earnings statement, if applicable. (d) The Fund will pay, or reimburse if paid by the Underwriters, whether or not the transactions contemplated by this Underwriting Agreement are consummated or this Underwriting Agreement is terminated, all costs and expenses incident to the performance of the obligations of the Fund under the Underwriting Agreement, including but not limited to costs and expenses of or relating to (1) the preparation and printing of the Prospectus, all amendments and supplements thereto, and the printing or other reproduction of the Underwriting Agreement, any dealer agreements, and any other documents or agreements in connection therewith, (2) the issuance of the Shares Notes and the preparation and delivery of certificates for the SharesNotes, if any, (3) the furnishing (including costs of shipping and mailing) to the Underwriters and dealers of copies of the Prospectus, and all amendments or supplements thereto, and of the other documents required by this Section to be so furnished, (4) all transfer taxes, if any, with respect to the sale and delivery of the Shares Notes to the Underwriters, and (5) the transfer agent for the SharesNotes. (e) If this Underwriting Agreement is terminated pursuant to any of its provisions, including but not limited to those of Section 10 hereof, except as otherwise provided herein, no party will be under any liability to any other party, except that (1) if this Underwriting Agreement is terminated by (x) the Fund or the Investment Adviser Advisers pursuant to any of the provisions hereof (otherwise than pursuant to Section 11 hereof) or (y) by the Underwriters because of any inability, failure or refusal on the part of the Fund or the Investment Adviser Advisers to comply with its terms or because any of the conditions in Section 7 are not satisfied, the Fund and the Investment AdviserAdvisers, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of its counsel) incurred by it in connection with the proposed purchase and sale of the SharesNotes, provided that such reimbursement will be in equal amounts as between the Investment Adviser Advisers for any action jointly taken and provided further that each Investment Adviser Advisers will reimburse the Underwriters for all of such expenses with respect to any action or failure to take action not agreed to by the other Investment AdviserAdvisers, and (2) if the Underwriters have failed or refused to purchase the Shares Notes agreed to be purchased by them under this Underwriting Agreement, without reason sufficient to justify cancellation or termination of their obligations pursuant to this Underwriting Agreement in accordance with its terms, the Underwriters will not be relieved of liability to the Fund for damages occasioned by their default. (f) The Fund will direct the investment of the proceeds of the offering of the Shares Notes in such a manner as to comply with the investment objective, policies and restrictions of the Fund. (g) The Underwriters covenant to provide a Prospectus and obtain a Representation Letter (as described in the Fund’s Prospectus) with respect to all purchasers of Shares prior to the time of investment and to indemnify the Fund against damages arising from its failure to do so. The Underwriters also agree to require any dealer entering into an agreement with them to covenant and agree that such dealer(s) will offer, sell, pledge, hypothecate or otherwise transfer Shares exclusively to Puerto Rico Residents as defined in the Prospectus, to obtain from such persons a letter of representation in the form set forth in Appendix B to the Prospectus, prior to the time of investment, and to indemnify the Fund against all damages from its failure to do so. The Underwriters also agree to indemnify the Fund in the event such dealer fails to meet its obligations. (h) The Underwriters covenant to use only advertisements and sales literature that have been approved by the Fund. The Fund shall have 10 days to review such advertisement material prior to its use.

Agreements of the Parties. (a) The Fund will advise the Underwriters and the Investment Adviser (1) of the issuance by the U.S. Securities and Exchange Commission (the “SEC”) or the Commodity Futures Trading Commission (the “CFTC”) of any order to the Fund or the Investment Adviser which relates to the Fund (or as soon as the Fund has actual knowledge of such order), (2) of receipt by the Fund of any notice of the initiation or threatening of any proceedings for or the issuance of any order by the SEC or the CFTC suspending approval of the transactions contemplated herein, and (3) of receipt by the Fund or any representatives or attorney of the Fund of any other communication from the SEC or the CFTC relating to the Fund or to the transactions contemplated herein except for routine communication occurring more than one year from the date of this Underwriting Agreement and, with respect to (1) and (3) above, communications relating to any offering of debt securities. The Fund will make every reasonable effort to prevent the issuance of an order suspending the approval of the Fund and the transactions contemplated herein and, if any such order is issued, to use its best reasonable efforts to obtain its lifting as soon as possible. (b) During such period as the Prospectus is required by law to be delivered by the Underwriters or a dealer, the Fund will deliver, . without charge, to the Underwriters and dealers, at such office or offices as the Underwriters may designate, . as many copies of the prospectus as the Underwriters may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser, not misleading, or if during such period it is necessary to amend or supplement the Prospectus to comply with the ICA, applicable laws of Puerto Rico or the United States, the Fund promptly will prepare, submit to the Underwriters, file with the SEC (if required by applicable law) and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Underwriters will furnish to the Fund) to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaser, be misleading in any material respect and will comply with the ICA and other applicable laws of Puerto Rico and the United States (provided that, if the amendment or supplement is required exclusively as a result of a misstatement or omission by the Underwriters, the Fund may deliver such amendment or supplement to the Underwriters at a reasonable charge not to exceed the actual cost thereof to the Fund). Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 7 hereof. (c) The Fund will make generally available to holders of the Fund’s securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the date of the Prospectus falls, an earnings statement, if applicable. (d) The Fund will pay, or reimburse if paid by the Underwriters, whether or not the transactions contemplated by this Underwriting Agreement are consummated or this Underwriting Agreement is terminated, all costs and expenses incident to the performance of the obligations of the Fund under the Underwriting Agreement, including but not limited to costs and expenses of or relating to (1) the preparation and printing of the Prospectus, all amendments and supplements thereto, and the printing or other reproduction of the Underwriting Agreement, any dealer agreements, and any other documents or agreements in connection therewith, (2) the issuance of the Shares and the preparation and delivery of certificates for the Shares, if any, (3) the furnishing (including costs of shipping and mailing) to the Underwriters and dealers of copies of the Prospectus, and all amendments or supplements thereto, and of the other documents required by this Section to be so furnished, (4) all transfer taxes, if any, with respect to the sale and delivery of the Shares to the Underwriters, and (5) the transfer agent for the Shares. (e) If this Underwriting Agreement is terminated pursuant to any of its provisions, including but not limited to those of Section 10 hereof, except as otherwise provided herein, no party will be under any liability to any other party, except that (1I) if this Underwriting Agreement is terminated by (x) the Fund or the Investment Adviser pursuant to any of the provisions hereof (otherwise than pursuant to Section 11 hereof) or (y) by the Underwriters because of any inability, failure or refusal on the part of the Fund or the Investment Adviser to comply with its terms or because any of the conditions in Section 7 are not satisfied, the Fund and the Investment Adviser, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of its counsel) incurred by it in connection with the proposed purchase and sale of the Shares, provided that such reimbursement will be in equal amounts as between the Investment Adviser for any action jointly taken and provided further that each Investment Adviser will reimburse the Underwriters for all of such expenses with respect to any action or failure to take action not agreed to by the other Investment Adviser, and (2) if the Underwriters have failed or refused to purchase the Shares agreed to be purchased by them under this Underwriting Agreement, without reason sufficient to justify cancellation or termination of their obligations pursuant to this Underwriting Agreement in accordance with its terms, the Underwriters will not be relieved of liability to the Fund for damages occasioned by their default. (f) The Fund will direct the investment of the proceeds of the offering of the Shares in such a manner as to comply with the investment objective, policies and restrictions of the Fund. (g) The Underwriters covenant to provide a Prospectus and obtain a Representation Letter (as described in the Fund’s Prospectus) with respect to all purchasers of Shares prior to the time of investment and to indemnify the Fund against damages arising from its failure to do so. The Underwriters also agree to require any dealer entering into an agreement with them to covenant and agree that such dealer(s) will offer, sell, pledge, hypothecate or otherwise transfer Shares exclusively to Puerto Rico Residents as defined in the Prospectus, to obtain from such persons a letter of representation in the form set forth in Appendix B to the Prospectus, prior to the time of investment, and to indemnify the Fund against all damages from its failure to do so. The Underwriters also agree to indemnify the Fund in the event such dealer fails to meet its obligations. (h) The Underwriters covenant to use only advertisements and sales literature that have been approved by the Fund. The Fund shall have 10 I 0 days to review such advertisement material prior to its use.

Agreements of the Parties. (a) The Fund will advise the Underwriters and the Investment Adviser (1) of the issuance by the U.S. Securities and Exchange Commission (the “SEC”) or the Commodity Futures Trading Commission (the “CFTC”) of any order to the Fund or the Investment Adviser which relates to the Fund (or as soon as the Fund has actual knowledge of such order), (2) of receipt by the Fund of any notice of the initiation or threatening of any proceedings for or the issuance of any order by the SEC or the CFTC suspending approval of the transactions contemplated herein, and (3) of receipt by the Fund or any representatives or attorney of the Fund of any other communication from the SEC or the CFTC relating to the Fund or to the transactions contemplated herein except for routine communication occurring more than one year from the date of this Underwriting Agreement and, with respect to (1) and (3) above, communications relating to any offering of debt securities. The Fund will make every reasonable effort to prevent the issuance of an order suspending the approval of the Fund and the transactions contemplated herein and, if any such order is issued, to use its best reasonable efforts to obtain its lifting as soon as possible. (b) During such period as the Prospectus is required by law to be delivered by the Underwriters or a dealer, the Fund will deliver, without charge, to the Underwriters and dealers, at such office or offices as the Underwriters may designate, as many copies of the prospectus as the Underwriters may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser, not misleading, or if during such period it is necessary to amend or supplement the Prospectus to comply with the ICA, applicable laws of Puerto Rico or the United States, the Fund promptly will prepare, submit to the Underwriters, file with the SEC (if required by applicable law) and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Underwriters will furnish to the Fund) to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of or the circumstances existing when such Prospectus is delivered to a purchaser, be misleading in any material respect and will comply with the ICA and other applicable laws of Puerto Rico and the United States (provided that, if the amendment or supplement is required exclusively as a result of a misstatement or omission by the Underwriters, the Fund may deliver such amendment or supplement to the Underwriters at a reasonable charge not to exceed the actual cost thereof to the Fund). Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 7 hereof. (c) The Fund will make generally available to holders of the Fund’s securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the date of the Prospectus falls, an earnings statement, if applicable. (d) The Fund will pay, or reimburse if paid by the Underwriters, whether or not the transactions contemplated by this Underwriting Agreement are consummated or this Underwriting Agreement is terminated, all costs and expenses incident to the performance of the obligations of the Fund under the Underwriting Agreement, including but not limited to costs and expenses of or relating to (1) the preparation and printing of the Prospectus, all amendments and supplements thereto, and the printing or other reproduction of the Underwriting Agreement, any dealer agreements, and any other documents or agreements in connection therewith, (2) the issuance of the Shares and the preparation and delivery of certificates for the Shares, if any, (3) the furnishing (including costs of shipping and mailing) to the Underwriters and dealers of copies of the Prospectus, and all amendments or supplements thereto, and of the other documents required by this Section to be so furnished, (4) all transfer taxes, if any, any with respect to the sale and delivery of the Shares to the Underwriters, and (5) the transfer agent for the Shares. (e) If this Underwriting Agreement is terminated pursuant to any of its provisions, including but not limited to those of Section 10 hereof, except as otherwise provided herein, no party will be under any liability to any other partyxxxxx, except that (1) if this Underwriting Agreement is terminated by (x) the Fund or the Investment Adviser pursuant to any of the provisions hereof (otherwise than pursuant to Section 11 hereof) or (y) by the Underwriters because of any inability, failure or refusal on the part of the Fund or the Investment Adviser to comply with its terms or because any of the conditions in Section 7 are not satisfied, the Fund and the Investment lnvestment Adviser, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of its counsel) incurred by it in connection with the proposed purchase and sale of the Shares, provided that such reimbursement will be in equal amounts as between the Investment Adviser for any action jointly taken and provided further that each Investment Adviser will reimburse the Underwriters for all of such expenses with respect to any action or failure to take action not agreed to by the other Investment Adviser, and (2) if the Underwriters have failed tailed or refused to purchase the Shares agreed to be purchased by them under this Underwriting Agreement, without reason sufficient to justify cancellation or termination of their obligations pursuant to this Underwriting Agreement in accordance with its terms, the Underwriters will not be relieved of liability to the Fund for damages occasioned by their default. (f) The Fund will direct the investment of the proceeds of the offering of the Shares in such a manner as to comply with the investment objective, policies and restrictions of the Fund. (g) The Underwriters covenant to provide a Prospectus and obtain a Representation Letter (as described in the Fund’s Prospectus) with respect to all purchasers of Shares prior to the time of investment and to indemnify the Fund against damages arising from its failure to do so. The Underwriters also agree to require any dealer entering into an agreement with them to covenant and agree that such dealer(s) will offer, sell, pledge, hypothecate or otherwise transfer Shares exclusively to Puerto Rico Residents as defined in the Prospectus, to obtain from such persons a letter of representation in the form set forth in Appendix B to the Prospectus, prior to the time of investment, and to indemnify the Fund against all damages from its failure to do so. The Underwriters also agree to indemnify the Fund in the event such dealer fails to meet its obligations. (h) The Underwriters covenant to use only advertisements and sales literature that have been approved by the Fund. The Fund shall have 10 days to review such advertisement material prior to its use.