# Mutual agreement

## Clause Library

### F.7 MUTUAL AGREEMENT PURCHASE:
Subject to sections 95, 96 and 97 of the Business Corporations Act, the Corporation may, without taking into account the other classes of shares, purchase by **mutual agreement** all or part of the fully paid Class "F" shares that it issued. However, the Corporation cannot purchase these shares for a price higher than their previously fixed redemption price. The Corporation must, within 30 days of the purchase by **mutual agreement** it has made of outstanding Class “F” shares, notify its other shareholders. This notice indicates the number of shares acquired, the name of the shareholders from whom the Corporation acquired these shares, the price paid for these shares and any balance due to the shareholders; if the consideration is not in cash, the notice must indicate the nature of the consideration and its value. The Corporation is not required to send this notice if all the shareholders, whether or not their shares carry the right to vote, renounce receiving it. The Corporation sends a notice to shareholders who have not informed it in writing of their desire not to receive it. The Corporation must provide, free of charge, to any shareholder who requests it, a copy of the agreement under which it acquired the Class “F” shares. The Corporation's purchase of these shares results in their cancellation. In addition, the Corporation reduces the subdivision of its issued and paid-up share capital account for these shares by the amount provided for in section 72 of the Business Corporations Act.

### B.7 MUTUAL AGREEMENT PURCHASE:
Subject to sections 95, 96 and 97 of the Business Corporations Act, the Corporation may, without taking into account the other classes of shares, purchase by **mutual agreement** all or part of the Class "B" shares that it issued. The Corporation must, within 30 days of the acquisition it has made of outstanding Class “B” shares, notify its other shareholders. This notice indicates the number of shares acquired, the name of the shareholders from whom the Corporation acquired these shares, the price paid for these shares and any balance due to the shareholders; if the consideration is not in cash, the notice must indicate the nature of the consideration and its value. The Corporation is not required to send this notice if all shareholders, whether or not their shares carry the right to vote, renounce receiving it. The Corporation sends a notice to shareholders who have not informed it in writing of their desire not to receive it. The Corporation must provide, free of charge, to any shareholder who requests it, a copy of the agreement under which it acquired the Class “B” shares. The Corporation's purchase of these shares results in their cancellation. In addition, the Corporation reduces the subdivision of its issued and paid-up share capital account for these shares by the amount provided for in section 72 of the Business Corporations Act.

The Adviser contractually agrees to waive its advisory fees and/or reimburse certain expenses including underlying fund expenses ("Acquired fund fees") to reduce the total annual fund operating expenses of the funds listed below. This expense limitation expires on December 31, 2016, unless renewed by **mutual agreement** of the funds listed below and the Adviser based upon a determination that this is appropriate under the circumstances at that time.

### TITLE TWO. Conventional Compensation. 
CLAUSE TWO: One) According to what is indicated in Clause One above, and especially according to the **Mutual Agreement** Contracts, Li3 owes MSB the amount of $1,220,000 Dollars of the United States of America. Compliance of the obligation considered in the contract individualized in letter a) of No. Three) of Clause One above is demandable on November 27, 2015. In conformance with Articles 1655 and those that follow of the Civil Code and whereas that both Parties are Debtors in a reciprocal manner, such debts are liquid and currently demandable and without detriment of deeming that, in conformance with what is provided for in Article 1656 of the aforementioned legal body, debts are demandable, up to the one of less occurrence, by compensation that operated by the sole ministry of the law, in this act the Parties expressly agree to a conventional compensation of the credits stated in numbers One) and Two) prior to this Clause, in accordance with what is provided for in the already mentioned articles of the Civil Code.

As a result of the compensation that has operated among the Parties, these declare that Li3 owes to MSB the sum of $220,000 Dollars, plus accrued interests up to this date and agreed to in the **Mutual Agreement** Contracts, which amount to the sum of $134,901 Dollars of the United States of America. Therefore, the Parties declare that Li3 owes MSB the amount of $354,901 Dollars of the United States of America, sum that will be paid in conformance with what is provided for in the following clause.

### CLAUSE FOUR: One) Recognition of debt by Li3.
In this act, Li3 recognizes owing MSB, the amount equal to $354,901 Dollars of the United States of America, sum that is broken down in the following amounts: i) $354,901 Dollars of the United States of America, due to the partial compensation that is accounted for in the prior Clause; and, ii) $100,000 Dollars of the United States of America, that MSB delivers in this act to Li3, declaring that they have received such sum to their entire satisfaction. Two) Payment. Li3 declares that it will fully pay to MSB, or to whomever legally succeeds it, the sum of $484,901 Dollars of the United States of America, the "Owed Sum" corresponding to what is indicated in numbers One) and Two) above.