Common use of Conversion to Open-End Management Investment Company Clause in Contracts

Conversion to Open-End Management Investment Company. Notwithstanding any other provisions in this Agreement or the Bylaws, the conversion of the Fund 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, together with any necessary amendments to this Agreement to permit such a conversion, shall require the affirmative vote or consent of Investors whose Capital Account balances represent in the aggregate at least two-thirds of the total balance of all Capital Accounts (exclusive of those of the Special Members) entitled to vote on the matter, unless a majority of the Board of Directors and seventy-five percent (75%) of the Directors who are not "interested persons" of the Fund, as such term is defined in the 1940 Act, approve such conversion and related actions. In the event of such approval by the Board of Directors as referred to in the preceding sentence, the 1940 Act shall govern whether and to what extent a vote or consent of Investors shall be required to approve such conversion and related actions. Any requirement for an affirmative vote or consent under this Section 6.4 shall be in addition to any requirement for a vote or consent of the Investors pursuant to applicable law or any agreement between the Fund and any national securities exchange.

Conversion to Open-End Management Investment Company. Notwithstanding any other provisions in this Agreement or the Bylaws, the conversion of the Fund 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, together with any necessary amendments to this Agreement to permit such a conversion, shall require the affirmative vote or consent of Investors whose Capital Account balances represent in the aggregate at least two-thirds of the total balance of all Capital Accounts (exclusive of those of the Special Members) entitled to vote on the matter, unless a majority of the Board of Directors and seventy-five percent (75%) of the Directors who are not "interested persons" of the Fund, as such term is defined in the 1940 Act, approve such conversion and related actions. In the event of such approval by the Board of Directors as referred to in the preceding sentence, the 1940 Act shall govern whether and to what extent a vote or consent of Investors shall be required to approve such conversion and related actions. Any requirement for an affirmative vote or consent under this Section 6.4 shall be in addition to any requirement for a vote or consent of the Investors pursuant to applicable law or any agreement between the Fund and any national securities exchange.

Conversion to Open-End Management Investment Company. Notwithstanding any other provisions in this Agreement or the Bylaws, the conversion of the Fund 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, together with any necessary amendments to this Agreement to permit such a conversion, shall require the affirmative vote or consent of Investors whose Capital Account balances represent in the aggregate at least two-thirds of the total balance of all Capital Accounts (exclusive of those of the Special Members) entitled to vote on the matter, unless a majority of the Board of Directors and seventy-five percent (75%) of the Directors who are not "“interested persons" ” of the Fund, as such term is defined in the 1940 Act, approve such conversion and related actions. In the event of such approval by the Board of Directors as referred to in the preceding sentence, the 1940 Act shall govern whether and to what extent a vote or consent of Investors shall be required to approve such conversion and related actions. Any requirement for an affirmative vote or consent under this Section 6.4 shall be in addition to any requirement for a vote or consent of the Investors pursuant to applicable law or any agreement between the Fund and any national securities exchange.