Amendment and Construction of Agreement. (a) This Agreement may be amended by the Manager, without notice to or the approval of the Investors, from time to time for the following purposes: (1) to cure any ambiguity, formal defect or omission or to correct or supplement any provision herein that may be inconsistent with any other provision contained herein or in the Memorandum or to effect any amendment without notice to or approval by Investors, as specified in other provisions of this Agreement; (2) to make such other changes or provisions in regard to matters or questions arising under this Agreement that will not materially and adversely affect the interest of any Investor; (3) to otherwise equitably resolve issues arising under the Memorandum or this Agreement so long as similarly situated Investors are not treated materially differently; (4) to maintain the federal tax status of the Fund and any of its Shareholders (so long as no Investor's liability is materially increased without his consent) or as provided in Section 4.3(d); (5) as otherwise provided in this Agreement or (6) to comply with law.
(b) Other amendments to this Agreement may be proposed by either the Manager or Investors whose aggregate Capital Contributions constitute 10% or more of the Capital Contributions, in each case by calling a meeting or requesting consents under Section 15.2 and specifying the text of the amendment and the reasons therefore. No amendment under this Section 15.7(b) that increases any Shareholder's liability, changes the Capital Contributions required of him or his rights in interest in the Profits, Losses, deductions, credits, revenues or distributions of the Fund in more than a de minimis manner, his rights on dissolution, or any voting or management rights set forth in this Agreement shall become effective as to that Shareholder without his written approval thereof. Unless otherwise provided herein, all other amendments must be approved by the holders of a Majority of the outstanding Voting Shares and, if the terms of a series of Shares or securities so require, by the vote of the holders of such class, series or group specified therein.
(c) The Manager has power to construe this Agreement and to act upon any such construction. Its construction of the same and any action taken pursuant thereto by the Fund or a Managing Person in good faith shall be final and conclusive.
Amendment and Construction of Agreement. (a) Amendments to this Agreement may be proposed by either the Manager or a Majority of the Investor Interestholders (as determined by their Capital Contributions), in each case by calling a meeting of Investor Interestholders or requesting consents under Section 15.2 and specifying the text of the amendment and the reasons therefor. Such proposed amendments shall be implemented only if approved by (i) the Manager and a Majority of the Investor Interestholders, or (ii) the holders of a Majority of the Investor Interestholder Interests. No amendment under this Section 15.8(b) that increases any Interestholder's liability, changes the capital contributions required of him or his rights and interest in the profits, losses, deductions, credits, revenues or distributions of the Company in more than a DE MINIMIS manner, his rights on dissolution, or his voting or management rights set forth in this Agreement shall become effective as to that Interestholder without his written approval thereof.
(b) The Manager shall have the power to construe this Agreement and to act and cause the Company to act upon any such construction. Its construction of the same and any action taken pursuant thereto by the Company, the Manager or a Managing Person in good faith shall be final and conclusive.
