Common use of Substitution of Underwriters Clause in Contracts

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the Closing Date the APS agreed to be purchased on the Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the Closing Date, and (a) the number of APS to be purchased by the defaulting Underwriters on the Closing Date does not exceed 10% of the APS that the Underwriters are obligated to purchase on such Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such APS on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS to be purchased by the defaulting Underwriters on the Closing Date exceeds 10% of the APS to be purchased by all the Underwriters on the Closing Date, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative or the Fund will have the right to postpone the Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS to be purchased on the Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS that the Underwriters are obligated to purchase on the Closing Date, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, the Investment Manager or the Portfolio Manager, except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund or to the nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the APS Closing Date the APS agreed to be purchased on the Closing Date such date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this 24 25 Underwriting Agreement. If no such arrangements have been made within 36 hours after the Closing Datesuch date, and (a) the number of APS to be purchased by the defaulting Underwriters on the Closing Date such date does not exceed 10% of the APS that the Underwriters are obligated to purchase on such the APS Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such APS on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS to be purchased by the defaulting Underwriters on the APS Closing Date exceeds 10% of the APS to be purchased by all the Underwriters on the APS Closing Date, the Fund Trust will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b)In any such case, either the Managing Representative or the Fund Trust will have the right to postpone the APS Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the FundTrust. If the number of APS to be purchased on the APS Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS that the Underwriters are obligated to purchase on the Closing Datesuch date, and none of the nondefaulting Underwriters or the Fund Trust makes arrangements pursuant to this Section within the period stated for the purchase of the APS that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, Trust or the Investment Manager or the Portfolio ManagerAdviser, except as provided in Sections 5(g) and 9 7 hereof. Any action taken under this This Section 9 will not affect the liability of any defaulting Underwriter to the Fund Trust or to the nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the Closing Date the APS Shares agreed to be purchased on the Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the Closing Date, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the Closing Date does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on such Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the Closing Date exceeds 10% of the APS Shares to be purchased by all the Underwriters on the Closing Date, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b)In any such case, either the Managing Representative or the Fund will have the right to postpone the Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS Shares to be purchased on the Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the Closing Date, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, Fund or the Investment Manager or the Portfolio ManagerAdviser, except as provided in Sections 5(g6(h) and 9 hereof. Any action taken under this This Section will not affect the liability of any defaulting Underwriter to the Fund or to the nondefaulting Underwriters arising out of such default. A substitute underwriter will become an a Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the any Closing Date the APS Shares agreed to be purchased on the such Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the such Closing Date, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on such Closing Date, each of the nondefaulting 29 Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date exceeds 10% of the APS Shares to be purchased by all the Underwriters on the such Closing Date, the Fund Trust will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b)In any such case, either the Managing Representative or the Fund Trust will have the right to postpone the applicable Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the FundTrust. If the number of APS Shares to be purchased on the such Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the such Closing Date, and none of the nondefaulting Underwriters or the Fund Trust makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, Trust or the Investment Manager or the Portfolio ManagerAdviser, except as provided in Sections 5(g) and 9 7 hereof. Any action taken under this This Section will not affect the liability of any defaulting Underwriter to the Fund Trust or to the nondefaulting Underwriters arising out of such default. A substitute underwriter will become an a Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the any Closing Date the APS Shares agreed to be purchased on the such Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the such Closing Date, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on such Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date exceeds 10% of the APS Shares to be purchased by all the Underwriters on the such Closing Date, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative or the Fund will have the right to postpone the applicable Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS Shares to be purchased on the such Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the such Closing Date, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, or the Investment Manager or the Portfolio ManagerAdviser, except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund or the Investment Adviser or to the any nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails shall fail (other than for a reason sufficient to justify the cancellation or termination of this Underwriting AgreementAgreement under Section 10) to purchase on the any Closing Date the APS Shares agreed to be purchased on the such Closing Date by such Underwriter or Underwriters, the Managing Representative Representatives may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, Representatives may deem advisable or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing RepresentativeRepresentatives, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after by the close of business on the business day following such Closing Date, and, (a) if the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date does shall not exceed 10% of the APS Shares that all the Underwriters are obligated to purchase on such Closing Date, then each of the nondefaulting Underwriters will shall be obligated to purchase such APS Shares on the terms herein set forth in this Underwriting Agreement in proportion to their respective obligations under hereunder; provided, that in no event shall the maximum number of Shares that any Underwriter has agreed to purchase pursuant to Section 1 be increased pursuant to this Underwriting AgreementSection 11 by more than one-ninth of such number of Shares without the written consent of such Underwriter, or (b) if the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date exceeds shall exceed 10% of the APS to be purchased by Shares that all the Underwriters are obligated to purchase on the such Closing Date, then the Fund will Company shall be entitled to an one additional period of 24 hours business day within which to it may, but is not obligated to, find one or more substitute underwriters reasonably satisfactory to the Managing Representative Representatives to purchase such APS on Shares upon the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b)In any such case, either the Managing Representative Representatives or the Fund will Company shall have the right to postpone the applicable Closing Date for a period of not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative Representatives and the FundCompany. If the number of APS Shares to be purchased on the such Closing Date by such defaulting Underwriter or Underwriters exceeds shall exceed 10% of the APS Shares that all the Underwriters are obligated to purchase on the such Closing Date, and none of the nondefaulting Underwriters or the Fund makes Company shall make arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will shall terminate with respect to the Shares to be purchased on such Closing Date without liability on the part of any nondefaulting Underwriter, Underwriter to the Fund, the Investment Manager Company or the Portfolio ManagerSelling Stockholders and without liability on the part of the Company, except in both cases as provided in Sections 5(g) 7(b), 8, 9 and 9 hereof10. Any action taken under The provisions of this Section will shall not in any way affect the liability of any defaulting Underwriter to the Fund Company or to the nondefaulting Underwriters arising out of such default. A substitute underwriter will hereunder shall become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the any Closing Date the APS Shares agreed to be purchased on the such Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the such Closing Date, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on such Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date exceeds 10% of the APS Shares to be purchased by all the Underwriters on the such Closing Date, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b)In any such case, either the Managing Representative or the Fund will have the right to postpone the applicable Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS Shares to be purchased on the such Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the such Closing Date, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, Fund or the Investment Manager or the Portfolio ManagerAdviser, except as provided in Sections 5(g6(h) and 9 hereof. Any action taken under this This Section will not affect the liability of any defaulting Underwriter to the Fund or to the nondefaulting Underwriters arising out of such default. A substitute underwriter will become an a Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the any Closing Date the APS Shares agreed to be purchased on the such Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the such Closing Date, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on such Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date exceeds 10% of the APS Shares to be purchased by all the Underwriters on the such Closing Date, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b)In any such case, either the Managing Representative or the Fund will have the right to postpone the applicable Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS Shares to be purchased on the such Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the such Closing Date, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, Fund or the Investment Manager or the Portfolio Manager, except as provided in Sections 5(g5(h) and 9 hereof. Any action taken under this This Section will not affect the liability of any defaulting Underwriter to the Fund or to the nondefaulting Underwriters arising out of such default. A substitute underwriter will become an a Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the Closing Date the APS Shares agreed to be purchased on the Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the Closing Date, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the Closing Date does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on such the Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the Closing Date exceeds 10% of the APS Shares to be purchased by all the Underwriters on the such Closing Date, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative or the Fund will have the right to postpone the Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS Shares to be purchased on the Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the Closing Date, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, or the Investment Manager or the Portfolio ManagerAdviser, except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund or the Investment Adviser or to the any nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the any Closing Date the APS Shares agreed to be purchased on the such Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the such Closing Date, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on such Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date exceeds 10% of the APS Shares to be purchased by all the Underwriters on the such Closing Date, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative or the Fund will have the right to postpone the applicable Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS Shares to be purchased on the such Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the such Closing Date, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, the Investment Manager or the Portfolio Manager, except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund or the Investment Manager or to the any nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on as of any Closing Time the Closing Date the APS Shares agreed to be purchased on the as of such Closing Date Time by such Underwriter or Underwriters, the Managing Representative Representatives may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative Representatives deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing RepresentativeRepresentatives, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the date of such Closing DateTime, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on as of such Closing DateTime, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time exceeds 10% of the APS Shares to be purchased by all the Underwriters on the as of such Closing DateTime, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative Representatives to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative Representatives or the Fund will have the right to postpone the date of the applicable Closing Date Time for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement Statement, the Pricing Prospectus or the Prospectus) may be effected by the Managing Representative Representatives and the Fund. If the number of APS Shares to be purchased on the as of such Closing Date Time by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the as of such Closing DateTime, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section 8 within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, Fund or the Investment Manager or the Portfolio Manager, Adviser except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund or the Investment Adviser or to the any nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the Closing Date the APS Shares agreed to be purchased on the Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the Closing Date, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the Closing Date does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on such the Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the Closing Date exceeds 10% of the APS Shares to be purchased by all the Underwriters on the Closing Date, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b)In any such case, either the Managing Representative or the Fund will have the right to postpone the Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS Shares to be purchased on the Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the Closing Date, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, Fund or the Investment Manager or the Portfolio Manager, except as provided in Sections 5(g5(h) and 9 hereof. Any action taken under this This Section will not affect the liability of any defaulting Underwriter to the Fund or to the nondefaulting Underwriters arising out of such default. A substitute underwriter will become an a Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails shall fail (other than for a reason sufficient to justify the cancellation or termination of this Underwriting AgreementAgreement under Section 10) to purchase on the any Closing Date the APS Shares agreed to be purchased on the such Closing Date by such Underwriter or Underwriters, the Managing Representative Representatives may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, Representatives may deem advisable or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing RepresentativeRepresentatives, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after by the close of business on the business day following such Closing Date, and: (a) if the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date does shall not exceed 10% of the APS Shares that all the Underwriters are obligated to purchase on such Closing Date, then each of the nondefaulting Underwriters will shall be obligated to purchase such APS Shares on the terms herein set forth in this Underwriting Agreement in proportion to their respective obligations under hereunder; provided, that in no event shall the maximum number of Shares that any Underwriter has agreed to purchase pursuant to Section 1 be increased pursuant to this Underwriting AgreementSection 11 by more than one-ninth of such number of Shares without the written consent of such Underwriter, or (b) if the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date exceeds shall exceed 10% of the APS to be purchased by Shares that all the Underwriters are obligated to purchase on the such Closing Date, then the Fund will Company shall be entitled to an one additional period of 24 hours business day within which to it may, but is not obligated to, find one or more substitute underwriters reasonably satisfactory to the Managing Representative Representatives to purchase such APS on Shares upon the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b)In any such case, either the Managing Representative Representatives or the Fund will Company shall have the right to postpone the applicable Closing Date for a period of not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative Representatives and the FundCompany. If the number of APS Shares to be purchased on the such Closing Date by such defaulting Underwriter or Underwriters exceeds shall exceed 10% of the APS Shares that all the Underwriters are obligated to purchase on the such Closing Date, and none of the nondefaulting Underwriters or the Fund makes Company shall make arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will shall terminate with respect to the Shares to be purchased on such Closing Date without liability on the part of any nondefaulting Underwriter, Underwriter to the Fund, the Investment Manager Company or the Portfolio ManagerSelling Stockholder and without liability on the part of the Company, except in both cases as provided in Sections 5(g) 7(b), 8, 9 and 9 hereof10. Any action taken under The provisions of this Section will shall not in any way affect the liability of any defaulting Underwriter to the Fund Company or to the nondefaulting Underwriters arising out of such default. A substitute underwriter will hereunder shall become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails shall fail (other than for a reason sufficient to justify the cancellation or termination of this Underwriting AgreementAgreement under Section 10) to purchase on the any Closing Date the APS Shares agreed to be purchased on the such Closing Date by such Underwriter or Underwriters, the Managing Representative Representatives may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, Representatives may deem advisable or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing RepresentativeRepresentatives, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after by the close of business on the business day following such Closing Date, and, (a) if the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date does shall not exceed 10% of the APS Shares that all the Underwriters are obligated to purchase on such Closing Date, then each of the nondefaulting Underwriters will shall be obligated to purchase such APS Shares on the terms herein set forth in this Underwriting Agreement in proportion to their respective obligations under hereunder; provided, that in no event shall the maximum number of Shares that any Underwriter has agreed to purchase pursuant to Section 1 be increased pursuant to this Underwriting AgreementSection 11 by more than one-ninth of such number of Shares without the written consent of such Underwriter, or (b) if the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date exceeds shall exceed 10% of the APS to be purchased by Shares that all the Underwriters are obligated to purchase on the such Closing Date, then the Fund will Company shall be entitled to an one additional period of 24 hours business day within which to it may, but is not obligated to, find one or more substitute underwriters reasonably satisfactory to the Managing Representative Representatives to purchase such APS on Shares upon the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b)In any such case, either the Managing Representative Representatives or the Fund will Company shall have the right to postpone the applicable Closing Date for a period of not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative Representatives and the FundCompany. If the number of APS Shares to be purchased on the such Closing Date by such defaulting Underwriter or Underwriters exceeds shall exceed 10% of the APS Shares that all the Underwriters are obligated to purchase on the such Closing Date, and none of the nondefaulting Underwriters or the Fund makes Company shall make arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will shall terminate with respect to the Shares to be purchased on such Closing Date without liability on the part of any nondefaulting Underwriter, Underwriter to the Fund, the Investment Manager Company or the Portfolio ManagerSelling Stockholder and without liability on the part of the Company, except in both cases as provided in Sections 5(g) 7(b), 8, 9 and 9 hereof10. Any action taken under The provisions of this Section will shall not in any way affect the liability of any defaulting Underwriter to the Fund Company or to the nondefaulting Underwriters arising out of such default. A substitute underwriter will hereunder shall become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the any Closing Date the APS Shares agreed to be purchased on the such Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the such Closing Date, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on such Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date exceeds 10% of the APS Shares to be purchased by all the Underwriters on the such Closing Date, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative or the Fund will have the right to postpone the applicable Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS Shares to be purchased on the such Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the such Closing Date, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, the Investment Manager or the Portfolio Manager, except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund or to the nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the APS Closing Date the APS agreed to be purchased on the Closing Date such date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the Closing Datesuch date, and (a) the number of APS to be purchased by the defaulting Underwriters on the Closing Date such date does not exceed 10% of the APS that the Underwriters are obligated to purchase on such the APS Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such APS on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS to be purchased by the defaulting Underwriters on the APS Closing Date exceeds 10% of the APS to be purchased by all the Underwriters on the APS Closing Date, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b)In any such case, either the Managing Representative or the Fund will have the right to postpone the APS Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS to be purchased on the APS Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS that the Underwriters are obligated to purchase on the Closing Datesuch date, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, the Investment Manager Fund or the Portfolio ManagerDreyfus, except as provided in Sections 5(g) and 9 7 hereof. Any action taken under this This Section 9 will not affect the liability of any defaulting Underwriter to the Fund or to the nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the Closing Date the APS agreed to be purchased on the Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the Closing Date, and (a) the number of APS to be purchased by the defaulting Underwriters on the Closing Date does not exceed 10% of the APS that the Underwriters are obligated to purchase on such Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such APS on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS to be purchased by the defaulting Underwriters on the Closing Date exceeds 10% of the APS to be purchased by all the Underwriters on the Closing Date, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative or the Fund will have the right to postpone the Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS to be purchased on the Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS that the Underwriters are obligated to purchase on the Closing Date, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, the Investment Manager Fund or the Portfolio ManagerAdvisors, except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund or to the nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the any Closing Date the APS Shares agreed to be purchased on the such Closing Date by such Underwriter or UnderwritersUnderwriters and this Underwriting Agreement has not been terminated, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the such Closing Date, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on such Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date exceeds 10% of the APS Shares to be purchased by all the Underwriters on the such Closing Date, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b)In any such case, either the Managing Representative or the Fund will have the right to postpone the applicable Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS Shares to be purchased on the such Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the such Closing Date, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, Fund or the Investment Manager or the Portfolio ManagerAdviser, except as provided in Sections 5(g) and 9 7 hereof. Any action taken under this This Section will not affect the liability of any defaulting Underwriter to the Fund or to the nondefaulting Underwriters arising out of such default. A substitute underwriter will become an a Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on as of any Closing Time the Closing Date the APS Shares agreed to be purchased on the as of such Closing Date Time by such Underwriter or Underwriters, the Managing Representative Representatives may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems Representatives deem advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing RepresentativeRepresentatives, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the date of such Closing DateTime, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on as of such Closing DateTime, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time exceeds 10% of the APS Shares to be purchased by all the Underwriters on the as of such Closing DateTime, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative Representatives to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative Representatives or the Fund will have the right to postpone the date of the applicable Closing Date Time for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement Statement, the Pricing Prospectus or the Prospectus) may be effected by the Managing Representative Representatives and the Fund. If the number of APS Shares to be purchased on the as of such Closing Date Time by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the as of such Closing DateTime, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section 8 within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, Fund or the Investment Manager or the Portfolio Manager, except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund or the Investment Manager or to the any nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on as of any Closing Time the Closing Date the APS Shares agreed to be purchased on the as of such Closing Date Time by such Underwriter or Underwriters, the Managing Representative Representatives may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems Representatives deem advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing RepresentativeRepresentatives, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the date of such Closing DateTime, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on as of such Closing DateTime, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time exceeds 10% of the APS Shares to be purchased by all the Underwriters on the as of such Closing DateTime, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative Representatives to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative Representatives or the Fund will have the right to postpone the date of the applicable Closing Date Time for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement Statement, the Pricing Prospectus or the Prospectus) may be effected by the Managing Representative Representatives and the Fund. If the number of APS Shares to be purchased on the as of such Closing Date Time by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the as of such Closing DateTime, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section 8 within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, the Investment Manager Fund or the Portfolio Manager, Advisers except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund or the Advisers or to the any nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on as of the Closing Date Time the APS Shares agreed to be purchased on as of the Closing Date Time by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the date of the Closing DateTime, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on as of the Closing Date Time does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on such as of the Closing DateTime, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on as of the Closing Date Time exceeds 10% of the APS Shares to be purchased by all the Underwriters on as of the Closing DateTime, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative or the Fund will have the right to postpone the date of the Closing Date Time for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement Statement, the Pricing Prospectus or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS Shares to be purchased on as of the Closing Date Time by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on as of the Closing DateTime, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, or the Investment Manager or the Portfolio ManagerAdviser, except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund or the Investment Adviser or to the any nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the Closing Date the APS agreed to be purchased on the Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the Closing Date, and (a) the number of APS to be purchased by the defaulting Underwriters on the Closing Date does not exceed 10% of the APS that the Underwriters are obligated to purchase on such Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such APS on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS to be purchased by the defaulting Underwriters on the Closing Date exceeds 10% of the APS to be purchased by all the Underwriters on the Closing Date, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative or the Fund will have the right to postpone the Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS to be purchased on the Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS that the Underwriters are obligated to purchase on the Closing Date, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, the Investment Manager Fund or the Portfolio ManagerAdviser, except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund or to the nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on as of any Closing Time the Closing Date the APS Shares agreed to be purchased on the as of such Closing Date Time by such Underwriter or Underwriters, the Managing Representative Representatives may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative Representatives deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing RepresentativeRepresentatives, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the date of such Closing DateTime, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on as of such Closing DateTime, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time exceeds 10% of the APS Shares to be purchased by all the Underwriters on the as of such Closing DateTime, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative Representatives to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative Representatives or the Fund will have the right to postpone the date of the applicable Closing Date Time for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement Statement, the Pricing Prospectus or the Prospectus) may be effected by the Managing Representative Representatives and the Fund. If the number of APS Shares to be purchased on the as of such Closing Date Time by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the as of such Closing DateTime, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section 8 within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, the Investment Manager Adviser or the Portfolio Manager, Sub-Adviser except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund Fund, the Investment Adviser or the Sub-Adviser or to the any nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the any Closing Date the APS Shares agreed to be purchased on the such Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 24 hours after the such Closing Date, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on such Closing Date, each of the nondefaulting Underwriters will be obligated obligated, severally and not jointly, to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date exceeds 10% of the APS Shares to be purchased by all the Underwriters on the such Closing Date, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative or the Fund will have the right to postpone the applicable Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS Shares to be purchased on the such Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the such Closing Date, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, the Investment Manager or the Portfolio ManagerSubadvisor, except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund Fund, the Investment Manager or the Subadvisor or to the any nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the any Closing Date the APS Shares agreed to be purchased on the such Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the such Closing Date, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on such Closing Date, each of the nondefaulting 28 Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date exceeds 10% of the APS Shares to be purchased by all the Underwriters on the such Closing Date, the Fund Trust will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b)In any such case, either the Managing Representative or the Fund Trust will have the right to postpone the applicable Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the FundTrust. If the number of APS Shares to be purchased on the such Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the such Closing Date, and none of the nondefaulting Underwriters or the Fund Trust makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, Trust or the Investment Manager or the Portfolio ManagerAdviser, except as provided in Sections 5(g) and 9 7 hereof. Any action taken under this This Section will not affect the liability of any defaulting Underwriter to the Fund Trust or to the nondefaulting Underwriters arising out of such default. A substitute underwriter will become an a Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the any Closing Date the APS Shares agreed to be purchased on the such Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the such Closing Date, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on such Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date exceeds 10% of the APS Shares to be purchased by all the Underwriters on the such Closing Date, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative or the Fund will have the right to postpone the applicable Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS Shares to be purchased on the such Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the such Closing Date, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, the Investment Manager or the Portfolio Manager, except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund or to the nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on as of any Closing Time the Closing Date the APS Shares agreed to be purchased on the as of such Closing Date Time by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the date of such Closing DateTime, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on as of such Closing DateTime, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time exceeds 10% of the APS Shares to be purchased by all the Underwriters on the as of such Closing DateTime, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative or the Fund will have the right to postpone the date of the applicable Closing Date Time for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement Statement, the Pricing Prospectus or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS Shares to be purchased on the as of such Closing Date Time by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the as of such Closing DateTime, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, the Investment Manager Adviser or the Portfolio Manager, Sub-Adviser except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund Fund, the Investment Adviser or the Sub-Adviser or to the any nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the any Closing Date the APS Shares agreed to be purchased on the such Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the such Closing Date, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on such Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this 29 Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date exceeds 10% of the APS Shares to be purchased by all the Underwriters on the such Closing Date, the Fund Trust will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b)In any such case, either the Managing Representative or the Fund Trust will have the right to postpone the applicable Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the FundTrust. If the number of APS Shares to be purchased on the such Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the such Closing Date, and none of the nondefaulting Underwriters or the Fund Trust makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, Trust or the Investment Manager or the Portfolio ManagerAdviser, except as provided in Sections 5(g) and 9 7 hereof. Any action taken under this This Section will not affect the liability of any defaulting Underwriter to the Fund Trust or to the nondefaulting Underwriters arising out of such default. A substitute underwriter will become an a Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the any Closing Date the APS Shares agreed to be purchased on the such Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the such Closing Date, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on such Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date exceeds 10% of the APS Shares to be purchased by all the Underwriters on the such Closing Date, the Fund Trust will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b)In any such case, either the Managing Representative or the Fund Trust will have the right to postpone the applicable Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the FundTrust. If the number of APS Shares to be purchased on the such Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the such Closing Date, and none of the nondefaulting Underwriters or the Fund Trust makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, Trust or the Investment Manager or the Portfolio ManagerAdviser, except as provided in Sections 5(g6(h) and 9 hereof. Any action taken under this This Section will not affect the liability of any defaulting Underwriter to the Fund Trust or to the nondefaulting Underwriters arising out of such default. A substitute underwriter will become an a Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on as of any Closing Time the Closing Date the APS Shares agreed to be purchased on the as of such Closing Date Time by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the date of such Closing DateTime, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on as of such Closing DateTime, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time exceeds 10% of the APS Shares to be purchased by all the Underwriters on the as of such Closing DateTime, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative or the Fund will have the right to postpone the date of the applicable Closing Date Time for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement Statement, the Pricing Prospectus or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS Shares to be purchased on the as of such Closing Date Time by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the as of such Closing DateTime, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, Fund or the Investment Manager or the Portfolio Manager, Adviser except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section 8 will not affect the liability of any defaulting Underwriter to the Fund or the Investment Adviser or to the any nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the any Closing Date the APS Shares agreed to be purchased on the such Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the such Closing Date, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on such Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date exceeds 10% of the APS Shares to be purchased by all the Underwriters on the such Closing Date, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative or the Fund will have the right to postpone the applicable Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS Shares to be purchased on the such Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the such Closing Date, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, the Investment Manager Adviser, or the Portfolio Manager, Sub-Adviser except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund Fund, the Investment Adviser or the Sub-Adviser or to the any nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the any Closing Date the APS Shares agreed to be purchased on the such Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the such Closing Date, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on such Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date exceeds 10% of the APS Shares to be purchased by all the Underwriters on the such Closing Date, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b)In any such case, either the Managing Representative or the Fund will have the right to postpone the applicable Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS Shares to be purchased on the such Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the such Closing Date, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, Fund or the Investment Manager or the Portfolio ManagerAdviser, except as provided in Sections 5(g) and 9 7 hereof. Any action taken under this This Section will not affect the liability of any defaulting Underwriter to the Fund or to the nondefaulting Underwriters arising out of such default. A substitute underwriter will become an a Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the any Closing Date the APS Shares agreed to be purchased on the such Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the such Closing Date, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on such Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date exceeds 10% of the APS Shares to be purchased by all the Underwriters on the such Closing Date, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b)In any such case, either the Managing Representative or the Fund will have the right to postpone the applicable Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS Shares to be purchased on the such Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the such Closing Date, and none of the nondefaulting Underwriters or the Fund makes make arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, Fund or the Investment Manager or the Portfolio ManagerAdviser, except as provided in Sections 5(g5(h) and 9 hereof. Any action taken under this This Section 8 will not affect the liability of any defaulting Underwriter to the Fund or to the nondefaulting Underwriters arising out of such default. A substitute underwriter will become an a Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on as of any Closing Time the Closing Date the APS Shares agreed to be purchased on the as of such Closing Date Time by such Underwriter or Underwriters, the Managing Representative Representatives may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems Representatives deem advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing RepresentativeRepresentatives, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the date of such Closing DateTime, andand 17 (a) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on as of such Closing DateTime, each of the nondefaulting non-defaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time exceeds 10% of the APS Shares to be purchased by all the Underwriters on the as of such Closing DateTime, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative Representatives to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative Representatives or the Fund will have the right to postpone the date of the applicable Closing Date Time for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement Statement, the Pricing Prospectus or the Prospectus) may be effected by the Managing Representative Representatives and the Fund. If the number of APS Shares to be purchased on the as of such Closing Date Time by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the as of such Closing DateTime, and none of the nondefaulting non-defaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting non-defaulting Underwriter, the Fund, the Investment Manager Fund or the Portfolio Manager, Adviser except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund or the Adviser or to the nondefaulting any non-defaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the any Closing Date the APS Shares agreed to be purchased on the such Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the such Closing Date, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on such Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date exceeds 10% of the APS Shares to be purchased by all the Underwriters on the such Closing Date, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b)In any such case, either the Managing Representative or the Fund will have the right to postpone the applicable Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS Shares to be purchased on the such Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the such Closing Date, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, Fund or the Investment Manager or the Portfolio ManagerAdviser, except as provided in Sections 5(g) and 9 7 hereof. Any action taken under this This Section will not affect the liability of any defaulting Underwriter to the Fund or to the nondefaulting Underwriters arising out of such default. A substitute underwriter will become an a Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on as of any Closing Time the Closing Date the APS Shares agreed to be purchased on the as of such Closing Date Time by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the date of such Closing DateTime, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on as of such Closing DateTime, each of the nondefaulting non-defaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time exceeds 10% of the APS Shares to be purchased by all the Underwriters on the as of such Closing DateTime, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative or the Fund will have the right to postpone the date of the applicable Closing Date Time for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement Statement, the Pricing Prospectus or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS Shares to be purchased on the as of such Closing Date Time by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the as of such Closing DateTime, and none of the nondefaulting non-defaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting non-defaulting Underwriter, the Fund, the Investment Manager Adviser or the Portfolio Manager, Subadviser except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund Fund, the Adviser or the Subadviser or to the nondefaulting any non-defaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the any Closing Date the APS Shares agreed to be purchased on the such Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the such Closing Date, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on such Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date exceeds 10% of the APS Shares to be purchased by all the Underwriters on the such Closing Date, the Fund Trust will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b)In any such case, either the Managing Representative or the Fund Trust will have the right to postpone the applicable Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the FundTrust. If the number of APS Shares to be purchased on the such Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the such Closing Date, and none of the nondefaulting Underwriters or the Fund Trust makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, Trust or the Investment Manager or the Portfolio ManagerAdviser, except as provided in Sections 5(g) and 9 7 hereof. Any action taken under this This Section will not affect the liability of any defaulting Underwriter to the Fund Trust or to the nondefaulting Underwriters arising out of such default. A substitute underwriter will become an a Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the APS Closing Date the APS agreed to be purchased on the Closing Date such date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the Closing Datesuch date, and (a) the number of APS to be purchased by the defaulting Underwriters on the Closing Date such date does not exceed 10% of the APS that the Underwriters are obligated to purchase on such the APS Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such APS on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS to be purchased by the defaulting Underwriters on the APS Closing Date exceeds 10% of the APS to be purchased by all the Underwriters on the APS Closing Date, the Fund Trust will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b)In any such case, either the Managing Representative or the Fund Trust will have the right to postpone the APS Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the FundTrust. If the number of APS to be purchased on the APS Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS that the Underwriters are obligated to purchase on the Closing Datesuch date, and none of the nondefaulting Underwriters or the Fund Trust makes arrangements pursuant to this Section within the period stated for the purchase of the APS that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, Trust or the Investment Manager or the Portfolio ManagerAdviser, except as provided in Sections 5(g) and 9 7 hereof. Any action taken under this This Section 9 will not affect the liability of any defaulting Underwriter to the Fund Trust or to the nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.of

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on as of any Closing Time the Closing Date the APS Shares agreed to be purchased on the as of such Closing Date Time by such Underwriter or Underwriters, the Managing Representative Representatives may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative Representatives deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing RepresentativeRepresentatives, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the date of such Closing DateTime, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on as of such Closing DateTime, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time exceeds 10% of the APS Shares to be purchased by all the Underwriters on the as of such Closing DateTime, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative Representatives to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative Representatives or the Fund will have the right to postpone the date of the applicable Closing Date Time for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement Statement, the Pricing Prospectus or the Prospectus) may be effected by the Managing Representative Representatives and the Fund. If the number of APS Shares to be purchased on the as of such Closing Date Time by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the as of such Closing DateTime, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section 8 within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, Fund or the Investment Manager Adviser or the Portfolio Manager, Sub-Adviser except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund Fund, the Sub-Adviser or the Investment Adviser or to the any nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the Closing Date the APS agreed to be purchased on the Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the Closing Date, and (a) the number of APS to be purchased by the defaulting Underwriters on the Closing Date does not exceed 10% of the APS that the Underwriters are obligated to purchase on such Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such APS on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS to be purchased by the defaulting Underwriters on the Closing Date exceeds 10% of the APS to be purchased by all the Underwriters on the Closing Date, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative or the Fund will have the right to postpone the Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS to be purchased on the Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS that the Underwriters are obligated to purchase on the Closing Date, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, the Investment Manager or the Portfolio Manager, except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the 18 liability of any defaulting Underwriter to the Fund or to the nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on as of any Closing Time the Closing Date the APS Shares agreed to be purchased on the as of such Closing Date Time by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the date of such Closing DateTime, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on as of such Closing DateTime, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time exceeds 10% of the APS Shares to be purchased by all the Underwriters on the as of such Closing DateTime, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative or the Fund will have the right to postpone the date of the applicable Closing Date Time for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS Shares to be purchased on the as of such Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the as of such Closing Date, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, Fund or the Investment Manager or the Portfolio Manager, Adviser except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund or the Investment Adviser or to the any nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on as of any Closing Time the Closing Date the APS Shares agreed to be purchased on the as of such Closing Date Time by such Underwriter or Underwriters, the Managing Representative Representatives may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems Representatives deem advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing RepresentativeRepresentatives, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the date of such Closing DateTime, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on as of such Closing DateTime, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time exceeds 10% of the APS Shares to be purchased by all the Underwriters on the as of such Closing DateTime, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative Representatives to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative Representatives or the Fund will have the right to postpone the date of the applicable Closing Date Time for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement Statement, the Pricing Prospectus or the Prospectus) may be effected by the Managing Representative Representatives and the Fund. If the number of APS Shares to be purchased on the as of such Closing Date Time by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the as of such Closing DateTime, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section 8 within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, Fund or the Investment Manager Adviser or the Portfolio Manager, Sub-Adviser except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund Fund, the Investment Adviser or the Sub-Adviser or to the any nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the Closing Date the APS agreed to be purchased on the Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 24 hours after the Closing Date, and (a) the number of APS to be purchased by the defaulting Underwriters on the Closing Date does not exceed 10% of the APS that the Underwriters are obligated to purchase on such Closing Date, each of the nondefaulting Underwriters will be obligated obligated, severally and not jointly, to purchase such APS on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS to be purchased by the defaulting Underwriters on the Closing Date exceeds 10% of the APS to be purchased by all the Underwriters on the Closing Date, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative or the Fund will have the right to postpone the Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS to be purchased on the Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS that the Underwriters are obligated to purchase on the Closing Date, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, the Investment Manager or the Portfolio ManagerSubadvisor, except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund Fund, the Investment Manager or the Subadvisor or to the any nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the any Closing Date the APS Shares agreed to be purchased on the such Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the such Closing Date, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on such Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date exceeds 10% of the APS Shares to be purchased by all the Underwriters on the such Closing Date, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative or the Fund will have the right to postpone the applicable Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS Shares to be purchased on the such Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the such Closing Date, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, the Investment Manager or the Portfolio Manager, except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund or to the any nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on as of any Closing Time the Closing Date the APS Shares agreed to be purchased on the as of such Closing Date Time by such Underwriter or Underwriters, the Managing Representative Representatives may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems Representatives deem advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing RepresentativeRepresentatives, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the date of such Closing DateTime, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on as of such Closing DateTime, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time exceeds 10% of the APS Shares to be purchased by all the Underwriters on the as of such Closing DateTime, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative Representatives to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative Representatives or the Fund will have the right to postpone the date of the applicable Closing Date Time for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement Statement, the Pricing Prospectus or the Prospectus) may be effected by the Managing Representative Representatives and the Fund. If the number of APS Shares to be purchased on the as of such Closing Date Time by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the as of such Closing DateTime, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section 8 within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, Fund or the Investment Manager or the Portfolio Manager, Advisers except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund or the Investment Advisers or to the any nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on as of any Closing Time the Closing Date the APS Shares agreed to be purchased on the as of such Closing Date Time by such Underwriter or Underwriters, the Managing Representative Representatives may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems Representatives deem advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing RepresentativeRepresentatives, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the date of such Closing DateTime, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on as of such Closing DateTime, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time exceeds 10% of the APS Shares to be purchased by all the Underwriters on the as of such Closing DateTime, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative Representatives to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative Representatives or the Fund will have the right to postpone the date of the applicable Closing Date Time for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement Statement, the Pricing Prospectus or the Prospectus) may be effected by the Managing Representative Representatives and the Fund. If the number of APS Shares to be purchased on the as of such Closing Date Time by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the as of such Closing DateTime, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section 8 within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, the Investment Manager Fund or the Portfolio Manager, Adviser except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund or the Adviser or to the any nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the any Closing Date the APS Shares agreed to be purchased on the such Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the such Closing Date, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on such Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date exceeds 10% of the APS Shares to be purchased by all the Underwriters on the such Closing Date, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative or the Fund will have the right to postpone the applicable Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS Shares to be purchased on the such Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the such Closing Date, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, the Investment Manager Adviser, or the Portfolio Manager, Sub-Advisers except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund Fund, the Investment Adviser or the Sub-Advisers or to the any nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails or refuses (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on as of any Closing Time the Closing Date the APS Shares agreed to be purchased on the as of such Closing Date Time by such Underwriter or Underwriters, the Managing Representative Representatives may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems Representatives deem advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing RepresentativeRepresentatives, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the date of such Closing DateTime, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on as of such Closing DateTime, each of the nondefaulting non-defaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time exceeds 10% of the APS Shares to be purchased by all the Underwriters on the as of such Closing DateTime, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative Representatives to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative Representatives or the Fund will have the right to postpone the date of the applicable Closing Date Time for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement Statement, the Pricing Prospectus or the Prospectus) may be effected by the Managing Representative Representatives and the Fund. If the number of APS Shares to be purchased on the as of such Closing Date Time by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the as of such Closing DateTime, and none of the nondefaulting non-defaulting Underwriters or the Fund makes arrangements pursuant to this Section 8 within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting non-defaulting Underwriter, the Fund, the Investment Manager Advisor or the Portfolio Manager, Sub-Advisor except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund Fund, the Investment Advisor or the Sub-Advisor or to the nondefaulting any non-defaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the any Closing Date the APS Shares agreed to be purchased on the such Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the such Closing Date, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on such Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the such Closing Date exceeds 10% of the APS Shares to be purchased by all the Underwriters on the such Closing Date, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative or the Fund will have the right to postpone the applicable Closing Date for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS Shares to be purchased on the such Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the such Closing Date, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, Fund or the Investment Manager or the Portfolio Manager, Adviser except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund or the Investment Adviser or to the any nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.

Substitution of Underwriters. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on as of any Closing Time the Closing Date the APS Shares agreed to be purchased on the as of such Closing Date Time by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such APS Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such APS Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the date of such Closing DateTime, and (a) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time does not exceed 10% of the APS Shares that the Underwriters are obligated to purchase on as of such Closing DateTime, each of the nondefaulting Underwriters will be obligated to purchase such APS Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or (b) the number of APS Shares to be purchased by the defaulting Underwriters on the as of such Closing Date Time exceeds 10% of the APS Shares to be purchased by all the Underwriters on the as of such Closing DateTime, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such APS Shares on the terms set forth in this Underwriting Agreement. Upon the occurrence of the circumstances described in the foregoing paragraph (b), either the Managing Representative or the Fund will have the right to postpone the date of the applicable Closing Date Time for not more than five business days in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement Statement, the Pricing Prospectus or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of APS Shares to be purchased on the as of such Closing Date Time by such defaulting Underwriter or Underwriters exceeds 10% of the APS Shares that the Underwriters are obligated to purchase on the as of such Closing DateTime, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section 8 within the period stated for the purchase of the APS Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund, the Investment Manager Adviser or the Portfolio Manager, Sub-Adviser except as provided in Sections 5(g) and 9 hereof. Any action taken under this Section will not affect the liability of any defaulting Underwriter to the Fund Fund, the Investment Adviser or the Sub-Adviser or to the any nondefaulting Underwriters arising out of such default. A substitute underwriter will become an Underwriter for all purposes of this Underwriting Agreement.