Conversion to Open-End Company Clause Samples
The "Conversion to Open-End Company" clause defines the process by which a closed-end investment company may change its structure to become an open-end company. This typically involves obtaining approval from shareholders, amending the company's governing documents, and complying with regulatory requirements. For example, after conversion, the company would allow investors to redeem shares at net asset value, rather than trading on an exchange. The core function of this clause is to provide a clear mechanism for structural change, ensuring transparency and protecting the interests of shareholders during the transition.
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Conversion to Open-End Company. Notwithstanding any other provisions in this Declaration or the Bylaws, the conversion of the Trust or any series of Shares from a “closed-end company” to an “open-end company,” as those terms are defined in Sections 5(a)(2) and 5(a)(1), respectively, of the 1940 Act (as in effect on the date of this Declaration), together with any necessary amendments to this Declaration to permit such a conversion, shall require the affirmative vote or consent of at least seventy-five percent (75%) of each class of Shares outstanding and entitled to vote on the matter, unless a majority of the Trustees and seventy-five percent (75%) of the Continuing Trustees entitled to vote on the matter approve such conversion and related actions. In the event of such approval by the Trustees and the Continuing Trustees as referred to in the preceding sentence, the 1940 Act shall govern whether and to what extent a vote or consent of Shares shall be required to approve such conversion and related actions. Any affirmative vote or consent required under this Section 3 shall be in addition to the vote or consent of the Shareholders otherwise required by law or by any agreement between the Trust and any national securities exchange.
Conversion to Open-End Company. Notwithstanding any other provisions in this Declaration or the Bylaws, the conversion of the Trust or any class or series of Shares from a "closed-end company" to an "open-end company", as those terms are defined in Sections 5(a)(2) and 5(a)(1), respectively, of the Investment Company Act of 1940 (as in effect on the date of this Declaration), together with any necessary amendments to this Declaration to permit such a conversion, shall require the affirmative vote or consent of at least seventy-five percent (75%) of each class of Shares outstanding and entitled to vote on the matter and seventy-five percent (75%) of the Trustees then in office.
Conversion to Open-End Company. Notwithstanding any other provisions in this Declaration or the Bylaws, the conversion of the Trust or any class or series of Shares from a “closed-end company” to an “open-end company”, as those terms are defined in Sections 5(a)(2) and 5(a)(1), respectively, of the Investment Company Act of 1940 (as in effect on the date of this Declaration), together with any necessary amendments to this Declaration to permit such a conversion, shall require the affirmative vote or consent of at least 75% of each class of Shares outstanding and entitled to vote on the matter and 75% of the Trustees then in office.
Conversion to Open-End Company. Notwithstanding any other provisions in this Declaration or the Bylaws, the conversion of the Trust or any series of Shares from a “closed-end company” to an “open-end company”, as those terms are defined in Sections 5(a)(2) and 5(a)(1), respectively, of the 1940 Act (as in effect on the date of this Declaration), together with any necessary amendments to this Declaration to permit such a conversion, shall require the affirmative vote or consent of at least seventy-five percent (75%) of each class of the Shares outstanding and entitled to vote on the matter, unless a majority of the Trustees approve such conversion and related actions. In the event of such approval by the Trustees as referred to in the preceding sentence, the 1940 Act shall govern whether and to what extent a vote or consent of Shares shall be required to approve such conversion and related actions. Any affirmative vote or consent required under this Section 3 shall be in addition to the vote or consent of the Shareholders otherwise required by law or by any agreement between the Trust and any national securities exchange, as applicable.
Conversion to Open-End Company. Notwithstanding any other provisions in this Declaration of Trust or the By-Laws, the conversion of the Trust or any Series of Shares from a "closed-end company" to an "open-end company," as those terms are defined in Sections 5(a)(2) and 5(a)(1), respectively, of the 1940 Act (as in effect on the date of this Declaration of Trust), together with any necessary amendments to this Declaration of Trust to permit such a conversion, shall require the affirmative vote or consent of at least seventy-five percent (75%) of each Series and Class of Shares outstanding and entitled to vote on the matter, unless a majority of the Trustees approve such conversion and related actions. In the event of such approval by the Trustees as referred to in the preceding sentence, the 1940 Act shall govern whether and to what extent a vote or consent of Shares shall be required to approve such conversion and related actions. Any affirmative vote or consent required under this Section 6 shall be in addition to the vote or consent of the Shareholders otherwise required by law or by any agreement between the Trust and any national securities exchange.
Conversion to Open-End Company. The Trust shall not be converted from a "closed-end company" to an "open-end company," as those terms are defined in Sections 5(a)(2) and 5(a)(1), respectively, of the 1940 Act if such conversion is approved by a majority of the Board of Trustees and authorized by the vote of a majority of the outstanding Shares of each Series of the Trust entitled to vote, voting separately by Series, or 67% of the outstanding Shares of each such Series voting by Series at a meeting if more than 50% of the Shares of each such Series are present and represented by proxy, whichever is less; provided that any such conversion prior to May 31, 2001, shall require approval by at least two-thirds of the Board of Trustees and must be authorized by vote of at least two-thirds (66-2/3%) of the Shares of the Trust entitled to vote, voting as a whole. Notwithstanding any other provision of this Declaration of Trust, the Shareholder voting requirement contained in this Section may not be reduced except by the vote of at least two-thirds (66-2/3%) of the Shares of the Trust entitled to vote on such conversion.
Conversion to Open-End Company. Notwithstanding any other provisions in this Declaration of Trust or the By-Laws, the conversion of the Trust or any Series of Shares from a "closed-end company" to an "open-end company," as those terms are defined in Sections 5(a)(2) and 5(a)(1), respectively, of the 1940 Act (as in effect on the date of this Declaration of Trust), together with any necessary amendments to this Declaration of Trust to permit such a conversion, shall require the affirmative vote or consent of at least seventy-five percent (75%) of each Series and Class of Shares outstanding and entitled to vote on the matter, unless a majority of the Trustees and seventy-five percent (75%) of the Continuing Trustees entitled to vote on the matter approve such conversion and related actions. In the event of such approval by the Trustees and the Continuing Trustees as referred to in the preceding sentence, the 1940 Act shall govern whether and to what extent a vote or consent of Shares shall be required to approve such conversion and related actions. Any affirmative vote or consent required under this Section 7 shall be in addition to the vote or consent of the Shareholders otherwise required by law or by any agreement between the Trust and any national securities exchange.