Common use of Disclaimer of Liability of Trustees and Beneficiaries Clause in Contracts

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of each of the Fund and Xxxxx Xxxxx is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund and Xxxxx Xxxxx, respectively, by an officer or Trustee of the Fund or Xxxxx Xxxxx, as the case may be, in his or her capacity as an officer or Trustee of the Fund or Xxxxx Xxxxx, as the case may be, and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund or Xxxxx Xxxxx, as the case may be. If the foregoing correctly sets forth the understanding among the Fund, the Investment Adviser and the Underwriters, please so indicate in the space provided below, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser and the Underwriters, severally. Very truly yours, XXXXX XXXXX CREDIT OPPORTUNITIES FUND By: ------------------------------------ Title: --------------------------------- XXXXX XXXXX MANAGEMENT By: ------------------------------------ Title: --------------------------------- Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC By: --------------------------------- Title: ------------------------------ By: --------------------------------- Title: ------------------------------ SCHEDULE A Underwriters Number of Shares ------------ ---------------- UBS Securities LLC [_________________] Total..................................................... ================ Schedule A-1 SCHEDULE B FORM OF OPINION OF XXXXXXXXXXX & XXXXXXXX LLP REGARDING THE FUND

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement declaration of trust (as amended and Declaration of Trust of each restated from time to time) of the Fund and Xxxxx Xxxxx is on file with the Secretary of State of The Commonwealth the State of MassachusettsDelaware, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund and Xxxxx Xxxxx, respectively, by an officer or Trustee of the Fund or Xxxxx Xxxxx, as the case may be, in his or her capacity as an officer or Trustee of the Fund or Xxxxx Xxxxx, as the case may be, and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund or Xxxxx Xxxxx, as the case may beFund. If the foregoing correctly sets forth the understanding among the Fund, the Investment Adviser, the Sub-Adviser and the Underwriters, please so indicate in the space provided below, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser, the Sub-Adviser and the Underwriters, severally. Very truly yours, XXXXX XXXXX CREDIT OPPORTUNITIES FUND XAI OCTAGON FLOATING RATE & ALTERNATIVE INCOME TERM TRUST By: ------------------------------------ Title: --------------------------------- XXXXX XXXXX MANAGEMENT XA INVESTMENTS LLC By: ------------------------------------ Title: --------------------------------- OCTAGON CREDIT INVESTORS, LLC By: Title: Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC By: --------------------------------- Title: ------------------------------ By: --------------------------------- Title: ------------------------------ [●] By: Title: SCHEDULE A Underwriters Number of Shares ------------ ---------------- UBS Securities LLC [_________________● ] Total..................................................... ================ Schedule A-1 SCHEDULE B FORM OF OPINION OF XXXXXXXXXXX & XXXXXXXX LLP REGARDING THE FUND[ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] Total [ ]

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of each of the Fund Funds and Xxxxx Xxxxx Eaton Vance is on file with the Secretary of State of The Commonwealth Coxxxxxxxxxx of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund and Xxxxx XxxxxEaton Vance, respectively, by an officer or Trustee of the Fund or Xxxxx XxxxxFxxx xx Xxxxn Vance, as the case may be, in his or her capacity as an officer or ax xxxxxxx xr Trustee of the Fund or Xxxxx Xxxxx, as the case may be, and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund or Xxxxx XxxxxEaton Vance, as the case may be. If the foregoing correctly sets forth the understanding among the Fund, the Investment Adviser and the Underwriters, please so indicate in the space provided below, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser and the Underwriters, severally. Very truly yours, XXXXX XXXXX CREDIT OPPORTUNITIES FUND EATON VANCE LIMITED DURATION XXXXXX XXXD -------------------------- By: ------------------------------------ Title: --------------------------------- XXXXX XXXXX EATON VANCE MANAGEMENT -------------------------- By: ------------------------------------ Title: --------------------------------- Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES Warburg LLC [ ] By: --------------------------------- UBS WARBURG LLC -------------------------- By: Oscar Junquera Title: ------------------------------ ByManaging Director -------------------------- Xx: --------------------------------- Xxxx X. Reit Title: ------------------------------ Executive Director SCHEDULE A Underwriters Number of Shares ------------ ---------------- NUMBER OF SHARES TO BE PURCHASED NAME SERIES A SERIES B SERIES C SERIES D SERIES E ---- -------- -------- -------- -------- -------- UBS Securities Warburg LLC [_________________] Total..................................................... ================ Schedule A-1 TOTAL SCHEDULE B FORM OF OPINION OF XXXXXXXXXXX KIRKPATRICK & XXXXXXXX LOCKHART LLP REGARDING THE FUND

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of each of the Fund and Xxxxx Xxxxx is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund and Xxxxx Xxxxx, respectively, by an officer or Trustee Trustees of the Fund or Xxxxx Xxxxx, as the case may be, in his or her capacity as an officer or Trustee of the Fund or Xxxxx Xxxxx, as the case may be, Trustees and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers Trustees or shareholders beneficiaries individually but are binding only upon the assets and properties of the Fund or Xxxxx Xxxxx, as the case may beFund. If the foregoing correctly sets forth the understanding among the Fund, the Investment Adviser Fund and the Underwriters, please so indicate in the space provided belowbelow for the purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser and the Underwriters, severally. Very truly yours, XXXXX XXXXX CREDIT OPPORTUNITIES FUND JOHN HANCOCK PREFERRED IXXXXE XXXX ------------------------------------ By: ------------------------------------ Title: --------------------------------- XXXXX XXXXX MANAGEMENT JOHN HANCOCK ADVISERS, LXX ------------------------------------ By: ------------------------------------ Title: --------------------------------- Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES WARBURG LLC By: --------------------------------- UBS WARBURG LLC ------------------------------------ By: Todd A. Reit Title: ------------------------------ By: --------------------------------- Title: ------------------------------ Exexxxxxx Director SCHEDULE A Underwriters Number of Shares ------------ ---------------- Name to be Purchased UBS Securities LLC [_________________] Total..................................................... ================ Schedule A-1 Warburg Total SCHEDULE B FORM OF OPINION OF XXXXXXXXXXX HALE & XXXXXXXX LLP DORR REGARDING THE FUNDTHX XXND

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of each of the Fund and Xxxxx Xxxxx is on file with the Secretary of State of The the Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund and Xxxxx Xxxxx, respectively, by an officer or Trustee of the Fund or Xxxxx Xxxxx, as the case may be, in his or her capacity as an officer or Trustee of the Fund or Xxxxx Xxxxx, as the case may be, and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund or Xxxxx Xxxxx, as the case may be. If the foregoing correctly sets forth the understanding among the Fund, the Investment Adviser and the Underwriters, please so indicate in the space provided below, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser and the Underwriters, severally. Very truly yours, XXXXX XXXXX CREDIT OPPORTUNITIES FUND MUNICIPAL INCOME TERM TRUST By: ------------------------------------ [—] Title: --------------------------------- [—] XXXXX XXXXX MANAGEMENT By: ------------------------------------ [—] Title: --------------------------------- [—] Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC By: --------------------------------- Name: Title: ------------------------------ By: --------------------------------- Name: Title: ------------------------------ SCHEDULE A Underwriters Number of Shares ------------ ---------------- UBS Securities XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: XXXXXX XXXXXXX & CO. LLC [_________________] Total..................................................... ================ Schedule A-1 SCHEDULE B FORM OF OPINION OF XXXXXXXXXXX & XXXXXXXX LLP REGARDING THE FUNDBy: Name:

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of each of the Fund and Xxxxx Xxxxx is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund and Xxxxx Xxxxx, respectively, by an officer or Trustee of the Fund or Xxxxx Xxxxx, as the case may be, in his or her capacity as an officer or Trustee of the Fund or Xxxxx Xxxxx, as the case may be, and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund or Xxxxx Xxxxx, as the case may be. If the foregoing correctly sets forth the understanding among the Fund, the Investment Adviser and the Underwriters, please so indicate in the space provided below, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser and the Underwriters, severally. Very truly yours, XXXXX XXXXX CREDIT OPPORTUNITIES SENIOR FLOATING-RATE FUND ------------------------------------- By: ------------------------------------ Title: --------------------------------- XXXXX XXXXX MANAGEMENT ------------------------------------- By: ------------------------------------ Title: --------------------------------- Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC -------------------------- By: --------------------------------- Title: ------------------------------ -------------------------- By: --------------------------------- Title: ------------------------------ SCHEDULE A Underwriters Number of Shares ------------ ---------------- UNDERWRITER SHARES ----------- ------ UBS Securities LLC [_________________] Total..................................................... ================ Schedule A-1 SCHEDULE B FORM OF OPINION OF XXXXXXXXXXX & XXXXXXXX LLP REGARDING THE FUND[ ]

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of each of the Fund and Xxxxx Xxxxx is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund and Xxxxx Xxxxx, respectively, by an officer or Trustee of the Fund or Xxxxx Xxxxx, as the case may be, in his or her capacity as an officer or Trustee of the Fund or Xxxxx Xxxxx, as the case may be, and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund or Xxxxx Xxxxx, as the case may be. If the foregoing correctly sets forth the understanding among the Fund, the Investment Adviser and the Underwriters, please so indicate in the space provided below, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser and the Underwriters, severally. Very truly yours, XXXXX XXXXX CREDIT NATIONAL MUNICIPAL OPPORTUNITIES FUND TRUST By: ------------------------------------ [ ] Title: --------------------------------- [ ] XXXXX XXXXX MANAGEMENT By: ------------------------------------ [ ] Title: --------------------------------- [ ] Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC By: --------------------------------- Xxxx Xxxx Title: ------------------------------ Managing Director By: --------------------------------- Xxxx Xxx Title: ------------------------------ Executive Director SCHEDULE A Underwriters Number of Shares ------------ ---------------- UBS Securities LLC [_________________[ ] Total..................................................... ================ Schedule A-1 [ ] [ ] Total [ ] SCHEDULE B FORM OF OPINION OF XXXXXXXXXXX & XXXXXXXX LLP REGARDING THE FUND

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of each of the Fund and Xxxxx Xxxxx is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund and Xxxxx Xxxxx, respectively, by an officer or Trustee of the Fund or Xxxxx Xxxxx, as the case may be, in his or her capacity as an officer or Trustee of the Fund or Xxxxx Xxxxx, as the case may be, and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund or Xxxxx Xxxxx, as the case may be. If the foregoing correctly sets forth the understanding among the Fund, the Investment Adviser and the Underwriters, please so indicate in the space provided below, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser and the Underwriters, severally. Very truly yours, XXXXX XXXXX CREDIT OPPORTUNITIES FUND ---------------------------------------- By: ------------------------------------ Title: --------------------------------- XXXXX XXXXX MANAGEMENT ---------------------------------------- By: ------------------------------------ Title: --------------------------------- Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC ------------------------------------- By: --------------------------------- Title: ------------------------------ ------------------------------------- By: --------------------------------- Title: ------------------------------ SCHEDULE A Underwriters Number of Shares ------------ ---------------- UBS Securities LLC [_________________] Total..................................................... ================ Schedule A-1 SCHEDULE B FORM OF OPINION OF XXXXXXXXXXX & XXXXXXXX LLP REGARDING THE FUND]

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of each of the Fund and Xxxxx Xxxxx is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund and Xxxxx Xxxxx, respectively, by an officer or Trustee of the Fund or Xxxxx Xxxxx, as the case may be, in his or her capacity as an officer or Trustee of the Fund or Xxxxx Xxxxx, as the case may be, and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund or Xxxxx Xxxxx, as the case may be. If the foregoing correctly sets forth the understanding among the Fund, the Investment Adviser and the Underwriters, please so indicate in the space provided below, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser and the Underwriters, severally. Very truly yours, XXXXX XXXXX CREDIT OPPORTUNITIES TAX-ADVANTAGED DIVIDEND INCOME FUND ----------------------------------------------- By: ------------------------------------ Title: --------------------------------- XXXXX XXXXX MANAGEMENT ----------------------------------------------- By: ------------------------------------ Title: --------------------------------- Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC [ ] By: --------------------------------- UBS SECURITIES LLC -------------------------- By: Title: ------------------------------ -------------------------- By: --------------------------------- Title: ------------------------------ SCHEDULE A Underwriters Number of Shares ------------ ---------------- UBS Securities LLC [_________________NUMBER OF SHARES TO BE PURCHASED NAME SERIES A SERIES B SERIES C SERIES D SERIES E ---- -------- -------- -------- -------- -------- [ ] Total..................................................... ================ Schedule A-1 [ ] [ ] [ ] [ ] TOTAL SCHEDULE B FORM OF OPINION OF XXXXXXXXXXX & XXXXXXXX LLP REGARDING THE FUND

Disclaimer of Liability of Trustees and Beneficiaries. A copy of the Agreement and Declaration of Trust of each of the Fund and Xxxxx Xxxxx is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Fund and Xxxxx Xxxxx, respectively, by an officer or Trustee of the Fund or Xxxxx Xxxxx, as the case may be, in his or her capacity as an officer or Trustee of the Fund or Xxxxx Xxxxx, as the case may be, and not individually and that the obligations under or arising out of this Underwriting Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and properties of the Fund or Xxxxx Xxxxx, as the case may be. If the foregoing correctly sets forth the understanding among the Fund, the Investment Adviser and the Underwriters, please so indicate in the space provided below, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser and the Underwriters, severally. Very truly yours, XXXXX XXXXX CREDIT OPPORTUNITIES FUND SENIOR FLOATING- RATE TRUST ___________________________ By: ------------------------------------ Title: --------------------------------- XXXXX XXXXX MANAGEMENT ___________________________ By: ------------------------------------ Title: --------------------------------- Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A UBS SECURITIES LLC [ ] By: --------------------------------- Title: ------------------------------ By: --------------------------------- Title: ------------------------------ SCHEDULE A Underwriters Number of Shares ------------ ---------------- UBS Securities SECURITIES LLC [_________________] Total..................................................... ================ Schedule A-1 _________ By: Title: __________________________ By: Title: SCHEDULE A NAME SERIES A SERIES B SERIES C SERIES D ---- -------- -------- -------- -------- UBS Securities LLC TOTAL SCHEDULE B FORM OF OPINION OF XXXXXXXXXXX & XXXXXXXX LLP REGARDING THE FUND