Common use of Confidential Advice Clause in Contracts

Confidential Advice. Except to the extent required by law, judicial process or applicable regulation (after consultation with, and approval (not to be unreasonably withheld) as to form and substance by, UBS and its counsel, unless such consultation is prohibited by law, order or regulation), none of (i) the name of UBS, (ii) any advice rendered by UBS to the Company, or (iii) the terms of this Agreement (but not the existence of this Agreement) or any communication from UBS, each in connection with the services performed by UBS pursuant to this Agreement, will be quoted or referred to orally or in writing, or in the case of (ii) and (iii) (but excluding communications from UBS), reproduced or disseminated, by the Company or any of its affiliates or any of its agents (not including for these purposes UBS or any other underwriter party to or listed on Schedule I of the Underwriting Agreement or their affiliates or agents), without UBS’ prior written consent, which consent will not be unreasonably withheld in the case of clause (i) and (iii) (but not (ii)); provided, however, that this provision shall not be applicable to: (A) any information (except for the information in clause (ii)) that becomes publicly available through no fault of the Company; (B) any information covered by each of clauses (i), (ii) and (iii) above, the release of which is required or requested by a regulatory agency, self-regulatory organization, or court with jurisdiction over the Company or its affiliates, provided, however, that the Company will promptly notify UBS of the information to be disclosed if notice thereof is permitted by law, does not violate the terms of the relevant request and is reasonably practicable under the circumstances; (C) any information that is the same as information covered by each of clauses (ii) and (iii) above that has been independently created by the Company or its affiliates without reference to the information covered by (ii) or (iii) or has been received lawfully by the Company from a person unaffiliated with UBS (excluding any underwriter party to or listed on Schedule I of the Underwriting Agreement or their affiliates or agents); or (D) on a confidential need-to-know basis, to the Fund and its officers and trustees and their legal counsel, auditors and other advisers. Notwithstanding the foregoing paragraph, the information covered by each of clause (i), (ii) and (iii) above will not be considered material, non-public information for purposes of Regulation FD or the Federal Securities Laws (as such term is defined in Rule 38a-1 of the Investment Company Act of 1940, as amended).

Confidential Advice. Except to the extent legally required by law, judicial process or applicable regulation (after consultation with, and approval (not to be unreasonably withheld) as to form and substance by, UBS and its counsel, unless such consultation is prohibited by law, order or regulation), none of (i) the name of UBS, (ii) any advice rendered by UBS to the Company, or (iii) the terms of this Agreement (but not the existence of this Agreement) or any communication from UBS, each in connection with the services performed by UBS pursuant to this Agreement, will be quoted or referred to orally or in writing, or in the case of (ii) and (iii) (but excluding communications from UBS), reproduced or disseminated, by the Company or any of its affiliates or any of its agents (not including for these purposes UBS or any other underwriter party to or listed on Schedule I of the Underwriting Agreement or their affiliates or agents), without UBS’ prior written consent, which consent will not be unreasonably withheld in the case of clause (i) and (iii) (but not (ii)); provided, however, that this provision shall not be applicable to: (A) any information (except for the information in clause (ii)) that becomes publicly available through no fault of the Company; (B) any information covered by each of clauses (i), (ii) and (iii) above, the release of which is required or requested by a regulatory agency, self-regulatory organization, or court with jurisdiction over the Company or its affiliates, provided, however, that the Company will promptly notify UBS of the information to be disclosed if notice thereof is permitted by law, does not violate the terms of the relevant request and is reasonably practicable under the circumstances; or (Cc) any information that is the same as information covered by each of clauses (ii) and (iii) above that has been independently created by the Company or its affiliates without reference to the information covered by (ii) or (iii) or has been received lawfully by the Company from a person unaffiliated with UBS (excluding any underwriter party to or listed on Schedule I of the Underwriting Agreement or their affiliates or agents); or (D) on a confidential need-to-know basis, to the Fund and its officers and trustees and their legal counsel, auditors and other advisers. Notwithstanding the foregoing paragraph, the information covered by each of clause (i), (ii) and (iii) above will not be considered material, non-public information for purposes of Regulation FD or the Federal Securities Laws (as such term is defined in Rule 38a-1 of the Investment Company Act of 1940, as amended).

Confidential Advice. Except (a) to the extent legally required by law, judicial process or applicable regulation (after consultation with, and approval (not to be unreasonably withheld) as to form and substance by, UBS and its counsel, unless such consultation is prohibited by law, order or regulation), none of (i) the name of UBS, (ii) any advice rendered by UBS to the Company, or (iii) the terms of this Agreement (but not the existence of this Agreement) or any communication from UBS, each in connection with the services performed by UBS pursuant to this Agreement, will be quoted or referred to orally or in writing, or in the case of (ii) and (iii) (but excluding communications from UBS), reproduced or disseminated, by the Company or any of its affiliates or any of its agents (not including for these purposes UBS or any other underwriter party to or listed on Schedule I of in the Underwriting Agreement or their affiliates or agentsAgreement), without UBS’ prior written consent, which consent will not be unreasonably withheld in the case of clause (i) and (iii) (but not (ii)); provided, provided however, that this provision shall not be applicable to: (Aa) any information (except for the information in clause (ii)) that becomes publicly available through no fault of the Company; (Bb) any information covered by each of clauses (i), (ii) and (iii) above, the release of which is required or requested by a regulatory agency, self-regulatory organization, or court with jurisdiction over the Company or its affiliates, provided, provided however, that the Company will promptly notify UBS of the information to be disclosed if notice thereof is permitted by law, does not violate the terms of the relevant request and is reasonably practicable under the circumstances; or (Cc) any information that is the same as information covered by each of clauses (ii) and (iii) above that has been independently created by the Company or its affiliates without reference to the information covered by (ii) or (iii) or has been received lawfully by the Company from a person unaffiliated with UBS (excluding any underwriter or party to or listed on Schedule I of in the Underwriting Agreement or of their affiliates or agents); or (D) on a confidential need-to-know basis, to the Fund and its officers and trustees and their legal counsel, auditors and other advisers. Notwithstanding the foregoing paragraphforegoing, the information covered by each of clause (i), (ii) and (iii) above will not be considered material, non-public information for purposes of Regulation FD or the Federal Securities Laws (as such term is defined in Rule 38a-1 of the Investment Company Act of 1940, as amended).

Confidential Advice. Except (a) to the extent legally required by law, judicial process or applicable regulation (after consultation with, and approval (not to be unreasonably withheld) as to form and substance by, UBS and its counsel, unless such consultation is prohibited by law, order or regulation), none of (i) the name of UBS, (ii) any advice rendered by UBS to the Company, or (iii) the terms of this Agreement (but not the existence of this Agreement) or any communication from UBS, each in connection with the services performed by UBS pursuant to this Agreement, will be quoted or referred to orally or in writing, or in the case of (ii) and (iii) (but excluding communications from UBS), reproduced or disseminated, by the Company or any of its affiliates or any of its agents (not including for these purposes UBS or any other underwriter party to or listed on Schedule I of the Underwriting Agreement or their affiliates or agents), without UBS’ prior written consent, which consent will not be unreasonably withheld in the case of clause (i) and (iii) (but not (ii)); provided, however, that this provision shall not be applicable to: (A) any information (except for the information in clause (ii)) that becomes publicly available through no fault of the Company; (B) any information covered by each of clauses (i), (ii) and (iii) above, the release of which is required or requested by a regulatory agency, self-regulatory organization, or court with jurisdiction over the Company or its affiliates, provided, however, that the Company will promptly notify UBS of the information to be disclosed if notice thereof is permitted by law, does not violate the terms of the relevant request and is reasonably practicable under the circumstances; or (C) any information that is the same as information covered by each of clauses (ii) and (iii) above that has been independently created by the Company or its affiliates without reference to the information covered by (ii) or (iii) or has been received lawfully by the Company from a person unaffiliated with UBS (excluding any underwriter party to or listed on Schedule I of the Underwriting Agreement or their affiliates or agents); . UBS acknowledges this Agreement and the accompanying Indemnification Agreement (or (Da form thereof) on a confidential need-to-know basis, will be filed with the Securities and Exchange Commission as an exhibit to the Fund and its officers and trustees and their legal counsel, auditors and other advisersFund’s registration statement on Form N-2. Notwithstanding This confidentiality provision will terminate thirty-six (36) months from the foregoing paragraph, the information covered by each of clause (i), (ii) and (iii) above will not be considered material, non-public information for purposes of Regulation FD or the Federal Securities Laws (as such term is defined in Rule 38a-1 of the Investment Company Act of 1940, as amended)date first written above.

Confidential Advice. Except to the extent required by law, judicial process or applicable regulation as provided below (after consultation with, and approval (not to be unreasonably withheld) as to form and substance by, UBS and its counsel, unless such consultation is prohibited by law, order or regulation), none of (ia) the name of UBS, (iib) any advice rendered by UBS to the Company, or (iiic) the terms of this Agreement (but not the existence of this Agreement) or any communication from UBS, each in connection with the services performed by UBS pursuant to this Agreement, will be quoted or referred to orally or in writing, or in the case of (iib) and (iii) (but excluding communications from UBSc), reproduced or disseminated, by the Company or any of its affiliates or any of its agents (not including for these purposes UBS or any other underwriter party to or listed on Schedule I of the Underwriting Agreement or their affiliates or agents), without UBS’ prior written consentapproval, which consent will except (i) the Company may disclose the foregoing to any regulatory authority in response to a regulatory proceeding, process, inquiry or request provided the Company shall give UBS prompt notice thereafter of such request and disclosure if, in the view of Company counsel and regulatory authority, it is legally able to do so, (ii) to the extent otherwise required by law, judicial process or applicable regulation (after consultation with, and approval (not to be unreasonably withheld in the case of clause (iwithheld) as to form and substance by UBS and its counsel, unless such consultation is prohibited by law, order or regulation) and (iii) (but not (ii)); provided, however, that this provision shall not be applicable to: (A) any information (except for the information in clause (ii)) that becomes publicly available through no fault of the Company; (B) any information covered by each of clauses (i), (ii) and (iii) above, the release of which is required or requested by a regulatory agency, self-regulatory organization, or court with jurisdiction over the Company or its affiliates, provided, however, that the Company will promptly notify UBS of the information to be disclosed if notice thereof is permitted by law, does not violate the terms of the relevant request and is reasonably practicable under the circumstances; (C) any information that is the same as information covered by each of clauses (ii) and (iii) above that has been independently created by the Company or its affiliates without reference to the information covered by (ii) or (iii) or has been received lawfully by the Company from a person unaffiliated with UBS (excluding any underwriter party to or listed on Schedule I of the Underwriting Agreement or their affiliates or agents); or (D) on a confidential need-to-know basis, to the Fund and its officers and trustees and their legal counsel, auditors and other advisers. Notwithstanding This confidentiality provision will terminate thirty-six (36) months from the date first written above. The foregoing paragraph, the information covered by each of clause (i), (ii) and (iii) above confidentiality restrictions will not be considered material, non-public apply to any information for purposes of Regulation FD or the Federal Securities Laws (as such term is defined in Rule 38a-1 that becomes publicly available through no fault of the Investment Company Act of 1940, as amended)Company.