Common use of Choice of Law; Derivative and Direct Claims Clause in Contracts

Choice of Law; Derivative and Direct Claims. (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be governed by and construed under the laws of the Commonwealth of Puerto Rico, including the LLC Act, without regard to the conflict of law principles of the Commonwealth of Puerto Rico. (b) No Shareholder shall commence any proceeding on behalf or for the benefit of the Fund until (i) a written demand has been made upon the Board to take suitable action, and (ii) 90 days have elapsed from the date the demand was made, or, if the decision whether to reject such demand has been duly submitted to a vote of the Shareholders, 120 days have elapsed from the date the demand was made, unless in either case the Shareholder has earlier been notified that the demand has been rejected. Such demand shall be mailed to the Secretary of the Fund at the Fund’s principal office and shall set forth with particularity the nature of the proposed proceeding or claim and the essential facts relied upon by the Shareholder to support the allegations made in the demand. In its sole discretion, the Board may submit the matter to a vote of Shareholders of the Fund or any Class, as appropriate. Any decision by the Board to bring, maintain or settle (or not to bring, maintain or settle) such proceeding, or to vindicate (or not vindicate) any claim on behalf or for the benefit of the Fund, or to submit the matter to a vote of Shareholders, shall be made by a majority of the Independent Directors in their sole business judgment and shall be binding upon the Shareholders, and no suit, proceeding or other action except for claims arising under the federal securities laws shall be commenced or maintained after a decision to reject a demand. The Fund shall advise the Shareholder submitting such demand whether it requires additional reasonable time within which to conduct an inquiry into the allegations made in the demand. Any Independent Director acting in connection with any demand or any proceeding relating to a claim on behalf or for the benefit of the Fund shall be deemed to be independent and disinterested with respect to such demand, proceeding or claim. (c) Except in the case of claims arising under the federal securities laws, no class of Shareholders shall have the right to bring or maintain a direct action or claim for monetary damages against the Fund or the Directors predicated upon an express or implied right of action under this Agreement, nor shall any single Shareholder, who is similarly situated to one or more other Shareholders with respect to an alleged injury, have the right to bring such an action, unless the class of Shareholders or single Shareholder has obtained authorization from a majority of the Independent Directors to bring the action. The requirement of authorization shall not be excused under any circumstances, including claims of alleged interest on the part of the Directors. A request for authorization shall be mailed to the Secretary of the Fund at the Fund’s principal office and shall set forth with particularity the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the class of Shareholders or single Shareholder to support the allegations made in the request. The Board shall consider such request within 90 days after its receipt by the Fund. In its sole discretion, the Board may submit the matter to a vote of Shareholders of the Fund. Any decision by a majority of the Independent Directors to settle or to authorize (or not to settle or to authorize) such court action, proceeding or claim, or to submit the matter to a vote of Shareholders, shall be binding upon the class of Shareholders or single Shareholder seeking authorization.

Choice of Law; Derivative and Direct Claims. (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be governed by and construed under the laws of the Commonwealth State of Puerto RicoDelaware, including the LLC Delaware Act, without regard to the conflict of law principles of the Commonwealth of Puerto Ricosuch State. (b) No Shareholder Member shall commence any proceeding on behalf or for the benefit of the Fund until (i) a written demand has been made upon the Board Fund to take suitable action, and (ii) 90 days have elapsed from the date the demand was made, or, if the decision whether to reject such demand has been duly submitted to a vote of the ShareholdersMembers, 120 days have elapsed from the date the demand was made, unless in either case the Shareholder Member has earlier been notified that the demand has been rejected. Such demand shall be mailed to the Secretary of the Fund at the Fund’s principal office and shall set forth with particularity the nature of the proposed proceeding or claim and the essential facts relied upon by the Shareholder Member to support the allegations made in the demand. In its sole discretion, the Board may submit the matter to a vote of Shareholders Members of the Fund or any Class, as appropriate. Any decision by the Board to bring, maintain or settle (or not to bring, maintain or settle) such proceeding, or to vindicate (or not vindicate) any claim on behalf or for the benefit of the Fund, or to submit the matter to a vote of ShareholdersMembers, shall be made by a majority of the Independent Directors in their sole business judgment and shall be binding upon the ShareholdersMembers, and no suit, proceeding or other action except for claims arising under the federal securities laws shall be commenced or maintained after a decision to reject a demand. The Fund shall advise the Shareholder Member submitting such demand whether it requires additional reasonable time within which to conduct an inquiry into the allegations made in the demand. Any Independent Director acting in connection with any demand or any proceeding relating to a claim on behalf or for the benefit of the Fund shall be deemed to be independent and disinterested with respect to such demand, proceeding or claim. (c) Except in the case of claims arising under the federal securities laws, no No class of Shareholders Members shall have the right to bring or maintain a direct action or claim for monetary damages against the Fund or the Directors predicated upon an express or implied right of action under this AgreementAgreement or the 1940 Act, nor shall any single ShareholderMember, who is similarly situated to one or more other Shareholders Members with respect to an alleged injury, have the right to bring such an action, unless the class of Shareholders Members or single Shareholder Member has obtained authorization from a majority of the Independent Directors to bring the action. The requirement of authorization shall not be excused under any circumstances, including claims of alleged interest on the part of the Directors. A request for authorization shall be mailed to the Secretary of the Fund at the Fund’s principal office and shall set forth with particularity the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the class of Shareholders Members or single Shareholder Member to support the allegations made in the request. The Board shall consider such request within 90 days after its receipt by the Fund. In its sole discretion, the Board may submit the matter to a vote of Shareholders Members of the Fund. Any decision by a majority of the Independent Directors to settle or to authorize (or not to settle or to authorize) such court action, proceeding or claim, or to submit the matter to a vote of ShareholdersMembers, shall be binding upon the class of Shareholders Members or single Shareholder Member seeking authorization.

Choice of Law; Derivative and Direct Claims. (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be governed by and construed under the laws of the Commonwealth State of Puerto RicoDelaware, including the LLC Delaware Act, without regard to the conflict of law principles of the Commonwealth of Puerto Ricosuch State. (b) No Shareholder Member shall commence any proceeding on behalf or for the benefit of the Fund until (i) a written demand has been made upon the Board Fund to take suitable action, and (ii) 90 days have elapsed from the date the demand was made, or, if the decision whether to reject such demand has been duly submitted to a vote of the ShareholdersMembers, 120 days have elapsed from the date the demand was made, unless in either case the Shareholder Member has earlier been notified that the demand has been rejected. Such demand shall be mailed to the Secretary of the Fund at the Fund’s principal office and shall set forth with particularity the nature of the proposed proceeding or claim and the essential facts relied upon by the Shareholder Member to support the allegations made in the demand. In its sole discretion, the Board may submit the matter to a vote of Shareholders Members of the Fund or any Class, as appropriate. Any decision by the Board to bring, maintain or settle (or not to bring, maintain or settle) such proceeding, or to vindicate (or not vindicate) any claim on behalf or for the benefit of the Fund, or to submit the matter to a vote of ShareholdersMembers, shall be made by a majority of the Independent Directors Managers in their sole business judgment and shall be binding upon the ShareholdersMembers, and no suit, proceeding or other action except for claims arising under the federal securities laws shall be commenced or maintained after a decision to reject a demand. The Fund shall advise the Shareholder Member submitting such demand whether it requires additional reasonable time within which to conduct an inquiry into the allegations made in the demand. Any Independent Director Manager acting in connection with any demand or any proceeding relating to a claim on behalf or for the benefit of the Fund shall be deemed to be independent and disinterested with respect to such demand, proceeding or claim. [This Section 8.06(b) shall not apply to claims arising under the Federal Securities Laws.] (c) Except in the case of claims arising under the federal securities laws, no No class of Shareholders Members shall have the right to bring or maintain a direct action or claim for monetary damages against the Fund or the Directors Managers predicated upon an express or implied right of action under this AgreementAgreement or the 1940 Act, nor shall any single ShareholderMember, who is similarly situated to one or more other Shareholders Members with respect to an alleged injury, have the right to bring such an action, unless the class of Shareholders Members or single Shareholder Member has obtained authorization from a majority of the Independent Directors Managers to bring the action. The requirement of authorization shall not be excused under any circumstances, including claims of alleged interest on the part of the DirectorsManagers. A request for authorization shall be mailed to the Secretary of the Fund at the Fund’s principal office and shall set forth with particularity the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the class of Shareholders Members or single Shareholder Member to support the allegations made in the request. The Board shall consider such request within 90 days after its receipt by the Fund. In its sole discretion, the Board may submit the matter to a vote of Shareholders Members of the Fund. Any decision by a majority of the Independent Directors Managers to settle or to authorize (or not to settle or to authorize) such court action, proceeding or claim, or to submit the matter to a vote of ShareholdersMembers, shall be binding upon the class of Shareholders Members or single Shareholder Member seeking authorization. [This Section 8.06(c) shall not apply to claims arising under the Federal Securities Laws.]

Choice of Law; Derivative and Direct Claims. (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be governed by and construed under the laws of the Commonwealth State of Puerto RicoDelaware, including the LLC Delaware Act, without regard to the conflict of law principles of the Commonwealth of Puerto Ricosuch State. (b) No Shareholder Member shall commence any proceeding on behalf or for the benefit of the Fund until (i) a written demand has been made upon the Board Fund to take suitable action, and (ii) 90 days have elapsed from the date the demand was made, or, if the decision whether to reject such demand has been duly submitted to a vote of the ShareholdersMembers, 120 days have elapsed from the date the demand was made, unless in either case the Shareholder Member has earlier been notified that the demand has been rejected. Such demand shall be mailed to the Secretary of the Fund at the Fund’s principal office and shall set forth with particularity the nature of the proposed proceeding or claim and the essential facts relied upon by the Shareholder Member to support the allegations made in the demand. In its sole discretion, the Board may submit the matter to a vote of Shareholders Members of the Fund or any Class, as appropriate. Any decision by the Board to bring, maintain or settle (or not to bring, maintain or settle) such proceeding, or to vindicate (or not vindicate) any claim on behalf or for the benefit of the Fund, or to submit the matter to a vote of ShareholdersMembers, shall be made by a majority of the Independent Directors in their sole business judgment and shall be binding upon the ShareholdersMembers, and no suit, proceeding or other action except for claims arising under the federal securities laws shall be commenced or maintained after a decision to reject a demand. The Fund shall advise the Shareholder Member submitting such demand whether it requires additional reasonable time within which to conduct an inquiry into the allegations made in the demand. Any Independent Director acting in connection with any demand or any proceeding relating to a claim on behalf or for the benefit of the Fund shall be deemed to be independent and disinterested with respect to such demand, proceeding or claim. This Section 8.05(b) shall not apply to claims arising under the Federal Securities Laws. (c) Except in the case of claims arising under the federal securities laws, no No class of Shareholders Members shall have the right to bring or maintain a direct action or claim for monetary damages against the Fund or the Directors predicated upon an express or implied right of action under this AgreementAgreement or the 1940 Act, nor shall any single ShareholderMember, who is similarly situated to one or more other Shareholders Members with respect to an alleged injury, have the right to bring such an action, unless the class of Shareholders Members or single Shareholder Member has obtained authorization from a majority of the Independent Directors to bring the action. The requirement of authorization shall not be excused under any circumstances, including claims of alleged interest on the part of the Directors. A request for authorization shall be mailed to the Secretary of the Fund at the Fund’s principal office and shall set forth with particularity the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the class of Shareholders Members or single Shareholder Member to support the allegations made in the request. The Board shall consider such request within 90 days after its receipt by the Fund. In its sole discretion, the Board may submit the matter to a vote of Shareholders Members of the Fund. Any decision by a majority of the Independent Directors to settle or to authorize (or not to settle or to authorize) such court action, proceeding or claim, or to submit the matter to a vote of ShareholdersMembers, shall be binding upon the class of Shareholders Members or single Shareholder Member seeking authorization. This Section 8.05(c) shall not apply to claims arising under the Federal Securities Laws.

Choice of Law; Derivative and Direct Claims. (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be governed by and construed under the laws of the Commonwealth of Puerto Rico, including the LLC Act, without regard to the conflict of law principles of the Commonwealth of Puerto Rico. (b) No Shareholder shall commence any proceeding on behalf or for the benefit of the Fund until (i) a written demand has been made upon the Board Fund to take suitable action, and (ii) 90 days have elapsed from the date the demand was made, or, if the decision whether to reject such demand has been duly submitted to a vote of the Shareholders, 120 days have elapsed from the date the demand was made, unless in either case the Shareholder has earlier been notified that the demand has been rejected. Such demand shall be mailed to the Secretary of the Fund at the Fund’s principal office and shall set forth with particularity the nature of the proposed proceeding or claim and the essential facts relied upon by the Shareholder to support the allegations made in the demand. In its sole discretion, the Board may submit the matter to a vote of Shareholders of the Fund or any Class, as appropriate. Any decision by the Board to bring, maintain or settle (or not to bring, maintain or settle) such proceeding, or to vindicate (or not vindicate) any claim on behalf or for the benefit of the Fund, or to submit the matter to a vote of Shareholders, shall be made by a majority of the Independent Directors in their sole business judgment and shall be binding upon the Shareholders, and no suit, proceeding or other action except for claims arising under the federal securities laws shall be commenced or maintained after a decision to reject a demand. The Fund shall advise the Shareholder submitting such demand whether it requires additional reasonable time within which to conduct an inquiry into the allegations made in the demand. Any Independent Director acting in connection with any demand or any proceeding relating to a claim on behalf or for the benefit of the Fund shall be deemed to be independent and disinterested with respect to such demand, proceeding or claim. (c) Except in the case of claims arising under the federal securities laws, no No class of Shareholders shall have the right to bring or maintain a direct action or claim for monetary damages against the Fund or the Directors predicated upon an express or implied right of action under this AgreementAgreement or the 1940 Act, nor shall any single Shareholder, who is similarly situated to one or more other Shareholders with respect to an alleged injury, have the right to bring such an action, unless the class of Shareholders or single Shareholder has obtained authorization from a majority of the Independent Directors to bring the action. The requirement of authorization shall not be excused under any circumstances, including claims of alleged interest on the part of the Directors. A request for authorization shall be mailed to the Secretary of the Fund at the Fund’s principal office and shall set forth with particularity the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the class of Shareholders or single Shareholder to support the allegations made in the request. The Board shall consider such request within 90 days after its receipt by the Fund. In its sole discretion, the Board may submit the matter to a vote of Shareholders of the Fund. Any decision by a majority of the Independent Directors to settle or to authorize (or not to settle or to authorize) such court action, proceeding or claim, or to submit the matter to a vote of Shareholders, shall be binding upon the class of Shareholders or single Shareholder seeking authorization.

Choice of Law; Derivative and Direct Claims. (a) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be governed by and construed under the laws of the Commonwealth State of Puerto RicoDelaware, including the LLC Delaware Act, without regard to the conflict of law principles of the Commonwealth of Puerto Ricosuch State. (b) No Shareholder Member shall commence any proceeding on behalf or for the benefit of the Fund until (i) a written demand has been made upon the Board Fund to take suitable action, and (ii) 90 days have elapsed from the date the demand was made, or, if the decision whether to reject such demand has been duly submitted to a vote of the ShareholdersMembers, 120 days have elapsed from the date the demand was made, unless in either case the Shareholder Member has earlier been notified that the demand has been rejected. Such demand shall be mailed to the Secretary of the Fund at the Fund’s principal office and shall set forth with particularity the nature of the proposed proceeding or claim and the essential facts relied upon by the Shareholder Member to support the allegations made in the demand. In its sole discretion, the Board may submit the matter to a vote of Shareholders Members of the Fund or any Class, as appropriate. Any decision by the Board to bring, maintain or settle (or not to bring, maintain or settle) such proceeding, or to vindicate (or not vindicate) any claim on behalf or for the benefit of the Fund, or to submit the matter to a vote of ShareholdersMembers, shall be made by a majority of the Independent Directors Managers in their sole business judgment and shall be binding upon the ShareholdersMembers, and no suit, proceeding or other action except for claims arising under the federal securities laws shall be commenced or maintained after a decision to reject a demand. The Fund shall advise the Shareholder Member submitting such demand whether it requires additional reasonable time within which to conduct an inquiry into the allegations made in the demand. Any Independent Director Manager acting in connection with any demand or any proceeding relating to a claim on behalf or for the benefit of the Fund shall be deemed to be independent and disinterested with respect to such demand, proceeding or claim. This Section 8.06(b) shall not apply to claims arising under the Federal Securities Laws. (c) Except in the case of claims arising under the federal securities laws, no No class of Shareholders Members shall have the right to bring or maintain a direct action or claim for monetary damages against the Fund or the Directors Managers predicated upon an express or implied right of action under this AgreementAgreement or the 1940 Act, nor shall any single ShareholderMember, who is similarly situated to one or more other Shareholders Members with respect to an alleged injury, have the right to bring such an action, unless the class of Shareholders Members or single Shareholder Member has obtained authorization from a majority of the Independent Directors Managers to bring the action. The requirement of authorization shall not be excused under any circumstances, including claims of alleged interest on the part of the DirectorsManagers. A request for authorization shall be mailed to the Secretary of the Fund at the Fund’s principal office and shall set forth with particularity the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the class of Shareholders Members or single Shareholder Member to support the allegations made in the request. The Board shall consider such request within 90 days after its receipt by the Fund. In its sole discretion, the Board may submit the matter to a vote of Shareholders Members of the Fund. Any decision by a majority of the Independent Directors Managers to settle or to authorize (or not to settle or to authorize) such court action, proceeding or claim, or to submit the matter to a vote of ShareholdersMembers, shall be binding upon the class of Shareholders Members or single Shareholder Member seeking authorization. This Section 8.06(c) shall not apply to claims arising under the Federal Securities Laws.