Common use of Meetings of Partners Clause in Contracts

Meetings of Partners. (a) Actions requiring the vote of the Partners may be taken at any duly constituted meeting of the Partners at which a quorum is present or by means of a written consent. Meetings of the Partners may be called by the General Partner, by the affirmative vote of a majority of Directors then in office, or by Partners holding at least a majority of the total number of votes eligible to be cast by all Partners, and may be held at any time, date and place determined by the General Partner in the case of meetings called by the General Partner or the Partners and at any time, date and place determined by the Directors in the case of meetings called by the Directors. In each case, the General Partner will provide notice of the meeting, stating the date, time and place of the meeting and the record date for the meeting, to each Partner entitled to vote at the meeting within a reasonable time prior to the meeting. Failure to receive notice of a meeting on the part of any Partner will not affect the validity of any act or proceeding of the meeting, so long as a quorum is present at the meeting. Except as otherwise required by applicable law, only matters set out in the notice of a meeting may be voted on by the Partners at the meeting. The presence in person or by proxy of Partners holding a majority of the total number of votes eligible to be cast by all Partners as of the record date will constitute a quorum at any meeting of Partners. In the absence of a quorum, a meeting may be adjourned to the time or times as determined by the General Partner and communicated to the Directors in the manner described above in this Section 3.4(a). Except as otherwise required by any provision of this Agreement or of the 1940 Act, (1) those candidates receiving a plurality of the votes cast at any meeting of Partners called pursuant to Section 2.11(c) of this Agreement or elected pursuant to the requirement of Section 2.11(b) will be elected as Directors and (2) all other actions of the Partners taken at a meeting will require the affirmative vote of Partners holding a majority of the total number of votes eligible to be cast by those Partners who are present in person or by proxy at the meeting. (b) Each Partner will be entitled to cast at any meeting of Partners or pursuant to written consent a number of votes equivalent to the Partner’s Investment Percentage as of the record date for the meeting or the date of the written consent. The General Partner will establish a record date not less than 10 nor more than 60 days prior to the date of any meeting of Partners or mailing (including by electronic transmission) to the Partners of any written consent, to determine eligibility to vote at the meeting and the number of votes that each Partner will be entitled to cast at the meeting, and will maintain for each record date a list setting out the name of each Partner and the number of votes that each Partner will be entitled to cast at the meeting. (c) A Partner may vote at any meeting of Partners by a properly executed proxy transmitted to the Partnership at any time at or before the time of the meeting by telegram, telecopier or other means of electronic communication or other readable reproduction as contemplated by the provisions relating to proxies applicable to corporations incorporated under the laws of Delaware now or in the future in effect. A proxy may be suspended or revoked, as the case may be, by the Partner executing the proxy by a later writing delivered to the Partnership at any time prior to exercise of the proxy or if the Partner executing the proxy is present at the meeting and votes in person. Any action of the Partners that is permitted to be taken at a meeting of the Partners may be taken without a meeting if consents in writing, setting out the action to be taken, are signed by Partners holding a majority of the total number of votes eligible to be cast or any greater percentage as may be required under this Agreement to approve the action.

Meetings of Partners. (a) Actions requiring the vote of the Partners may be taken at any duly constituted meeting of the Partners at which a quorum is present or by means of a written consent. Meetings of the Partners may be called by the General Partner, by the affirmative vote of a majority of Directors then in office, or by Partners holding at least a majority of the total number of votes eligible to be cast by all Partners, and may be held at any time, date and place determined by the General Partner in the case of meetings called by the General Partner or the Partners and at any time, date and place determined by the Directors in the case of meetings called by the Directors. In each case, the General Partner will provide notice of the meeting, stating the date, time and place of the meeting and the record date for the meeting, to each Partner entitled to vote at the meeting within a reasonable time prior to the meeting. Failure to receive notice of a meeting on the part of any Partner will not affect the validity of any act or proceeding of the meeting, so long as a quorum is present at the meeting. Except as otherwise required by applicable law, only matters set out in the notice of a meeting may be voted on by the Partners at the meeting. The presence in person or by proxy of Partners holding a majority of the total number of votes eligible to be cast by all Partners as of the record date will constitute a quorum at any meeting of Partners. In the absence of a quorum, a meeting may be adjourned to the time or times as determined by the General Partner and communicated to the Directors in the manner described above in this Section 3.4(a). Except as otherwise required by any provision of this Agreement or of the 1940 Act, (1) those candidates receiving a plurality of the votes cast at any meeting of Partners called pursuant to Section 2.11(c) of this Agreement or elected pursuant to the requirement of Section 2.11(b) will be elected as Directors and (2) all other actions of the Partners taken at a meeting will require the affirmative vote of Partners holding a majority of the total number of votes eligible to be cast by those Partners who are present in person or by proxy at the meeting. (b) Each Partner will be entitled to cast at any meeting of Partners or pursuant to written consent a number of votes equivalent to the Partner’s 's Investment Percentage as of the record date for the meeting or the date of the written consent. The General Partner will establish a record date not less than 10 nor more than 60 days prior to the date of any meeting of Partners or mailing (including by electronic transmission) to the Partners of any written consent, to determine eligibility to vote at the meeting and the number of votes that each Partner will be entitled to cast at the meeting, and will maintain for each record date a list setting out the name of each Partner and the number of votes that each Partner will be entitled to cast at the meeting. (c) A Partner may vote at any meeting of Partners by a properly executed proxy transmitted to the Partnership at any time at or before the time of the meeting by telegram, telecopier or other means of electronic communication or other readable reproduction as contemplated by the provisions relating to proxies applicable to corporations incorporated under the laws of Delaware now or in the future in effect. A proxy may be suspended or revoked, as the case may be, by the Partner executing the proxy by a later writing delivered to the Partnership at any time prior to exercise of the proxy or if the Partner executing the proxy is present at the meeting and votes in person. Any action of the Partners that is permitted to be taken at a meeting of the Partners may be taken without a meeting if consents in writing, setting out the action to be taken, are signed by Partners holding a majority of the total number of votes eligible to be cast or any greater percentage as may be required under this Agreement to approve the action.

Meetings of Partners. (a) Actions requiring the vote of the Partners may be taken at any duly constituted meeting of the Partners at which a quorum is present or by means of a written consent. Meetings of the Partners may be called by the General Partner, by the affirmative vote of a majority of Directors then in office, or by Partners holding at least a majority of the total number of votes eligible to be cast by all Partners, and may be held at any time, date and place determined by the General Partner in the case of meetings called by the General Partner or the Partners and at any time, date and place determined by the Directors in the case of meetings called by the Directors. In each case, the General Partner will provide notice of the meeting, stating the date, time and place of the meeting and the record date for the meeting, to each Partner entitled to vote at the meeting within a reasonable time prior to the meeting. Failure to receive notice of a meeting on the part of any Partner will not affect the validity of any act or proceeding of the meeting, so long as a quorum is present at the meeting. Except as otherwise required by applicable law, only matters set out in the notice of a meeting may be voted on by the Partners at the meeting. The presence in person or by proxy of Partners holding a majority of the total number of votes eligible to be cast by all Partners as of the record date will constitute a quorum at any meeting of Partners. In the absence of a quorum, a meeting may be adjourned to the time or times as determined by the General Partner and communicated to the Directors in the manner described above in this Section 3.4(a). Except as otherwise required by any provision of this Agreement or of the 1940 Act, (1) those candidates receiving a plurality of the votes cast at any meeting of Partners called pursuant to Section 2.11(c) of this Agreement or elected pursuant to the requirement of Section 2.11(b) will be elected as Directors and (2) all other actions of the Partners taken at a meeting will require the affirmative vote of Partners holding a majority of the total number of votes eligible to be cast by those Partners who are present in person or by proxy at the meeting. (b) Each Partner will be entitled to cast at any meeting of Partners or pursuant to written consent a number of votes equivalent to the Partner’s Investment Percentage as of the record date for the meeting or the date of the written consent. The General Partner will establish a record date not less than 10 nor more than 60 days prior to the date of any meeting of Partners or mailing (including by electronic transmission) to the Partners of any written consent, to determine eligibility to vote at the meeting and the number of votes that each Partner will be entitled to cast at the meeting, and will maintain for each record date a list setting out the name of each Partner and the number of votes that each Partner will be entitled to cast at the meeting. (c) A Partner may vote at any meeting of Partners by a properly executed proxy transmitted to the Partnership at any time at or before the time of the meeting by telegram, telecopier or other means of electronic communication or other readable reproduction as contemplated by the provisions relating to proxies applicable to corporations incorporated under the laws of Delaware now or in the future in effect. A proxy may be suspended or revoked, as the case may be, by the Partner executing the proxy by a later writing delivered to the such Partnership at any time prior to exercise of the proxy or if the Partner executing the proxy is present at the meeting and votes in person. Any action of the Partners that is permitted to be taken at a meeting of the Partners may be taken without a meeting if consents in writing, setting out the action to be taken, are signed by Partners holding a majority of the total number of votes eligible to be cast or any greater percentage as may be required under this Agreement to approve the action.

Meetings of Partners. (a) Actions requiring the vote of the Partners may be taken at any duly constituted meeting of the Partners at which a quorum is present or by means of a written consent. Meetings of the Partners may be called by the General Partner, by the affirmative vote of a majority of Directors then in office, or by Partners holding at least a majority of the total number of votes eligible to be cast by all Partners, and may be held at any time, date and place determined by the General Partner in the case of meetings called by the General Partner or the Partners and at any time, date and place determined by the Directors in the case of meetings called by the Directors. In each case, the General Partner will provide notice of the meeting, stating the date, time and place of the meeting and the record date for the meeting, to each Partner entitled to vote at the meeting within a reasonable time prior to the meeting. Failure to receive notice of a meeting on the part of any Partner will not affect the validity of any act or proceeding of the meeting, so long as a quorum is present at the meeting. Except as otherwise required by applicable law, only matters set out in the notice of a meeting may be voted on by the Partners at the meeting. The presence in person or by proxy of Partners holding a majority of the total number of votes eligible to be cast by all Partners as of the record date will constitute a quorum at any meeting of Partners. In the absence of a quorum, a meeting may be adjourned to the time or times as determined by the General Partner and communicated to the Directors in the manner described above in this Section 3.4(a). Except as otherwise required by any provision of this Agreement or of the 1940 Act, (1) those candidates receiving a plurality of the votes cast at any meeting of Partners called pursuant to Section 2.11(c2.10(c) of this Agreement or elected pursuant to the requirement of Section 2.11(b2.10(b) will be elected as Directors and (2) all other actions of the Partners taken at a meeting will require the affirmative vote of Partners holding a majority of the total number of votes eligible to be cast by those Partners who are present in person or by proxy at the meeting. (b) Each Partner will be entitled to cast at any meeting of Partners or pursuant to written consent a number of votes equivalent to the Partner’s Investment Percentage as of the record date for the meeting or the date of the written consent. The General Partner will establish a record date not less than 10 nor more than 60 days prior to the date of any meeting of Partners or mailing (including by electronic transmission) to the Partners of any written consent, to determine eligibility to vote at the meeting and the number of votes that each Partner will be entitled to cast at the meeting, and will maintain for each record date a list setting out the name of each Partner and the number of votes that each Partner will be entitled to cast at the meeting. (c) A Partner may vote at any meeting of Partners by a properly executed proxy transmitted to the Partnership at any time at or before the time of the meeting by telegram, telecopier or other means of electronic communication or other readable reproduction as contemplated by the provisions relating to proxies applicable to corporations incorporated under the laws of Delaware now or in the future in effect. A proxy may be suspended or revoked, as the case may be, by the Partner executing the proxy by a later writing delivered to the Partnership at any time prior to exercise of the proxy or if the Partner executing the proxy is present at the meeting and votes in person. Any action of the Partners that is permitted to be taken at a meeting of the Partners may be taken without a meeting if consents in writing, setting out the action to be taken, are signed by Partners holding a majority of the total number of votes eligible to be cast or any greater percentage as may be required under this Agreement to approve the action.

Meetings of Partners. (a) Actions requiring the vote of the Partners may be taken at any duly constituted meeting of the Partners at which a quorum is present or by means of a written consentpresent. Meetings of the Partners may be called by the General Partner, by the affirmative vote of a majority of Directors then in office, or by Partners holding at least a majority of the total number of votes eligible to be cast by all Partners, and may be held at any such time, date and place determined by as the General Partner shall determine in the case of meetings called by the General Partner or the Partners and at any such time, date and place determined by as the Directors shall determine in the case of meetings called by the Directors. In each case, the General Partner will shall provide notice of the meeting, stating the date, time and place of the meeting and the record date for the meetingtherefor, to each Partner entitled to vote at the meeting within a reasonable time prior to the meetingthereto. Failure to receive notice of a meeting on the part of any Partner will shall not affect the validity of any act or proceeding of the meeting, so long as a quorum is shall be present at the meeting. Except as otherwise required by applicable law, only matters set out forth in the notice of a meeting may be voted on by the Partners at the a meeting. The presence in person or by proxy of Partners holding a majority of the total number of votes eligible to be cast by all Partners as of the record date will shall constitute a quorum at any meeting of Partnersmeeting. In the absence of a quorum, a meeting may be adjourned to the time or times as determined by the General Partner and communicated without additional notice to the Directors in the manner described above in this Section 3.4(a)Partners. Except as otherwise required by any provision of this Agreement or of the 1940 Act, (1i) those candidates receiving a plurality of the votes cast at any meeting of Partners called pursuant to Section 2.11(c) of this Agreement or elected pursuant to the requirement of Section 2.11(b) will shall be elected as Directors and (2ii) all other actions of the Partners taken at a meeting will shall require the affirmative vote of Partners holding a majority of the total number of votes eligible to be cast by those Partners who are present in person or by proxy at the such meeting. (b) Each Partner will shall be entitled to cast at any meeting of Partners or pursuant to written consent a number of votes equivalent to the such Partner’s Investment 's Fund Percentage as of the record date for the meeting or the date of the written consentsuch meeting. The General Partner will shall establish a record date not less than 10 nor more than 60 days prior to the date of any meeting of Partners or mailing (including by electronic transmission) to the Partners of any written consent, to determine eligibility to vote at the such meeting and the number of votes that which each Partner will be entitled to cast at the meetingthereat, and will shall maintain for each such record date a list setting out forth the name of each Partner and the number of votes that each Partner will be entitled to cast at the meeting. (c) A Partner may vote at any meeting of Partners by a properly executed proxy transmitted to the Partnership Fund at any time at or before the time of the meeting by telegram, telecopier or other means of electronic communication or other readable reproduction as contemplated by the provisions relating to proxies applicable to Delaware corporations incorporated under the laws of Delaware now or in the future hereinafter in effect. A proxy may be suspended or revoked, as the case may be, by the Partner executing the proxy by a later writing delivered to the Partnership Fund at any time prior to exercise of the proxy or if the Partner executing the proxy is shall be present at the meeting and votes vote in person. Any action of the Partners that is permitted to be taken at a meeting of the Partners may be taken without a meeting if consents in writing, setting out forth the action to be taken, are signed by Partners holding a majority of the total number of votes eligible to be cast or any such greater percentage as may be required under this Agreement to approve the such action.

Meetings of Partners. (a) Actions requiring the vote of the Partners may be taken at any duly constituted meeting of the Partners at which a quorum is present or by means of a written consent. Meetings of the Partners may be called by the General Partner, by the affirmative vote of a majority of Directors then in office, or by Partners holding at least a majority of the total number of votes eligible to be cast by all Partners, and may be held at any time, date and place determined by the General Partner in the case of meetings called by the General Partner or the Partners and at any time, date and place determined by the Directors in the case of meetings called by the Directors. In each case, the General Partner will provide notice of the meeting, stating the date, time and place of the meeting and the record date for the meeting, to each Partner entitled to vote at the meeting within a reasonable time prior to the meeting. Failure to receive notice of a meeting on the part of any Partner will not affect the validity of any act or proceeding of the meeting, so long as a quorum is present at the meeting. Except as otherwise required by applicable law, only matters set out in the notice of a meeting may be voted on by the Partners at the meeting. The presence in person or by proxy of Partners holding a majority of the total number of votes eligible to be cast by all Partners as of the record date will constitute a quorum at any meeting of Partners. In the absence of a quorum, a meeting may be adjourned to the time or times as determined by the General Partner and communicated to the Directors in the manner described above in this Section 3.4(aSECTION 3.4(A). Except as otherwise required by any provision of this Agreement or of the 1940 Act, (1) those candidates receiving a plurality of the votes cast at any meeting of Partners called pursuant to Section 2.11(cSECTION 2.11(C) of this Agreement or elected pursuant to the requirement of Section 2.11(bSECTION 2.11(B) will be elected as Directors and (2) all other actions of the Partners taken at a meeting will require the affirmative vote of Partners holding a majority of the total number of votes eligible to be cast by those Partners who are present in person or by proxy at the meeting. (b) Each Partner will be entitled to cast at any meeting of Partners or pursuant to written consent a number of votes equivalent to the Partner’s 's Investment Percentage as of the record date for the meeting or the date of the written consent. The General Partner will establish a record date not less than 10 nor more than 60 days prior to the date of any meeting of Partners or mailing (including by electronic transmission) to the Partners of any written consent, to determine eligibility to vote at the meeting and the number of votes that each Partner will be entitled to cast at the meeting, and will maintain for each record date a list setting out the name of each Partner and the number of votes that each Partner will be entitled to cast at the meeting. (c) A Partner may vote at any meeting of Partners by a properly executed proxy transmitted to the Partnership at any time at or before the time of the meeting by telegram, telecopier or other means of electronic communication or other readable reproduction as contemplated by the provisions relating to proxies applicable to corporations incorporated under the laws of Delaware now or in the future in effect. A proxy may be suspended or revoked, as the case may be, by the Partner executing the proxy by a later writing delivered to the Partnership at any time prior to exercise of the proxy or if the Partner executing the proxy is present at the meeting and votes in person. Any action of the Partners that is permitted to be taken at a meeting of the Partners may be taken without a meeting if consents in writing, setting out the action to be taken, are signed by Partners holding a majority of the total number of votes eligible to be cast or any greater percentage as may be required under this Agreement to approve the action.

Meetings of Partners. (a) Actions requiring the vote of the Partners may be taken at any duly constituted meeting of the Partners at which a quorum is present or by means of a written consent. Meetings of the Partners may be called by the General Partner, by the affirmative vote of a majority of Directors then in office, or by Partners holding at least a majority of the total number of votes eligible to be cast by all Partners, and may be held at any time, date and place determined by the General Partner in the case of meetings called by the General Partner or the Partners and at any time, date and place determined by the Directors in the case of meetings called by the Directors. In each case, the General Partner will provide notice of the meeting, stating the date, time and place of the meeting and the record date for the meeting, to each Partner entitled to vote at the meeting within a reasonable time prior to the meeting. Failure to receive notice of a meeting on the part of any Partner will not affect the validity of any act or proceeding of the meeting, so long as a quorum is present at the meeting. Except as otherwise required by applicable law, only matters set out in the notice of a meeting may be voted on by the Partners at the meeting. The presence in person or by proxy of Partners holding a majority of the total number of votes eligible to be cast by all Partners as of the record date will constitute a quorum at any meeting of Partners. In the absence of a quorum, a meeting may be adjourned to the time or times as determined by the General Partner and communicated to the Directors in the manner described above in this Section 3.4(a). Except as otherwise required by any provision of this Agreement or of the 1940 Act, (1) those candidates receiving a plurality of the votes cast at any meeting of Partners called pursuant to Section 2.11(c) of this Agreement or elected pursuant to the requirement of Section 2.11(b) will be elected as Directors and (2) all other actions of the Partners taken at a meeting will require the affirmative vote of Partners holding a majority of the total number of votes eligible to be cast by those Partners who are present in person or by proxy at the meeting. (b) Each Partner will be entitled to cast at any meeting of Partners or pursuant to written consent a number of votes equivalent to the Partner’s Investment Percentage as of the record date for the meeting or the date of the written consent. The General Partner will establish a record date not less than 10 nor more than 60 days prior to the date of any meeting of Partners or mailing (including by electronic transmission) to the Partners of any written consent, to determine eligibility to vote at the meeting and the number of votes that each Partner will be entitled to cast at the meeting, and will maintain for each record date a list setting out the name of each Partner and the number of votes that each Partner will be entitled to cast at the meeting. (c) A Partner may vote at any meeting of Partners by a properly executed proxy transmitted to the Partnership at any time at or before the time of the meeting by telegram, telecopier or other means of electronic communication or other readable reproduction as contemplated by the provisions relating to proxies applicable to corporations incorporated under the laws of Delaware now or in the future in effect. A proxy may be suspended or revoked, as the case may be, by the Partner executing the proxy by a later writing delivered to the Partnership at any time prior to exercise of the proxy or if the Partner executing the proxy is present at the meeting and votes in person. Any action of the Partners that is permitted to be taken at a meeting of the Partners may be taken without a meeting if consents in writing, setting out the action to be taken, are signed by Partners holding a majority of the total number of votes eligible to be cast or any greater percentage as may be required under this Agreement to approve the action.

Meetings of Partners. (a) Actions requiring the vote of the Partners may be taken at any duly constituted meeting of the Partners at which a quorum is present or by means of a written consentpresent. Meetings of the Partners may be called by the Corporate General Partner, by the affirmative vote of a majority of Directors then in office, Individual General Partners or by Partners holding at least a majority 25% or more of the total number of votes eligible to be cast by all Partners, and may shall be held at any time, on such date and at such time and place determined by as the Individual General Partners, or if the Partnership shall have no Individual General Partner, the Corporate General Partner, shall determine. The Corporate General Partner in the case of meetings called by the General Partner or the Partners and at any time, date and place determined by the Directors in the case of meetings called by the Directors. In each case, the General Partner will shall arrange to provide written notice of the meeting, stating the date, time and place of the meeting and the record date for the meetingtherefor, to each Partner entitled to vote at the meeting within a reasonable time prior to the meetingthereto. Failure to receive notice of a meeting on the part of any Partner will shall not affect the validity of any act or proceeding of the meeting, so long as a quorum is shall be present at the meeting. Except as otherwise required by applicable law, only Only matters set out forth in the notice of a meeting may be voted on by the Partners at the a meeting. The presence in person or by proxy of Partners holding a majority of the total number of votes eligible to be cast by all Partners as of the record date will shall constitute a quorum at any meeting of Partnersmeeting. In the absence of a quorum, a any meeting may be adjourned to the such time or times as determined by the General Partner and communicated vote of Partners present in person or by proxy, without additional notice to the Directors in the manner described above in this Section 3.4(a)Partners. Except as otherwise required by any provision of this Agreement or of the 1940 Act, (1i) those candidates receiving a plurality of the votes cast at any meeting of Partners called pursuant to Section 2.11(c) of this Agreement or elected pursuant to the requirement of Section 2.11(b) will shall be elected as Directors Individual General Partners and (2ii) all other actions of the Partners taken at a meeting will shall require the affirmative vote of Partners holding a majority of the total number of votes eligible to be cast by those Partners who are present in person or by proxy at the such meeting. (b) Each Partner will shall be entitled to cast at any meeting of Partners or pursuant to written consent a number of votes equivalent to the such Partner’s Investment 's Partnership Percentage as of the record date for the meeting or the date of the written consentsuch meeting. The Individual General Partner will Partners, or if the Partnership shall have no Individual General Partners, the Corporate General Partner, shall establish a record date for each meeting of Partners, which date shall be not less than 10 nor more than 60 days prior to the date of any the meeting of Partners or mailing (including by electronic transmission) to the Partners of any written consent, to determine eligibility to vote at the such meeting and the number of votes that which each Partner will be entitled to cast at the meetingthereat. For each such record date, and will maintain for each record date a list shall be maintained setting out forth the name of each Partner entitled to vote and the number of votes that each Partner will be entitled to cast at the meeting. (c) A Partner may vote at any meeting of Partners by a proxy properly executed proxy transmitted to in writing by the Partner and filed with the Partnership before or at any time at or before the time of the meeting by telegram, telecopier or other means of electronic communication or other readable reproduction as contemplated by the provisions relating to proxies applicable to corporations incorporated under the laws of Delaware now or in the future in effectmeeting. A proxy may be suspended or revoked, as the case may be, by the Partner executing the proxy by a later writing delivered to the Partnership at any time prior to exercise of the proxy or if the Partner executing the proxy is shall be present at the meeting and votes decide to vote in person. Any action of the Partners that is permitted to be taken at a meeting of the Partners may be taken without a meeting if consents in writing, setting out forth the action to be taken, are signed by Partners holding a majority of the total number of votes eligible to be cast or any such greater percentage as may be required under this Agreement in order to approve the such action.

Meetings of Partners. (a) Actions requiring the vote of the Partners may be taken at any duly constituted meeting of the Partners at which a quorum is present or by means of a written consentpresent. Meetings of the Partners may be called by the General Partner, by the affirmative vote of a majority Board of Directors then in office, or by Partners holding at least a majority 25% or more of the total number of votes eligible to be cast by all Partners, and may be held at any such time, date and place determined by as the General Partner in the case Board of meetings called by the General Partner or the Partners and at any time, date and place determined by the Directors in the case shall determine. The Board of meetings called by the Directors. In each case, the General Partner will Directors shall arrange to provide written notice of the meeting, stating the date, time and place of the meeting and the record date for the meetingtherefor, to each Partner entitled to vote at the meeting within a reasonable time prior to the meetingthereto. Failure to receive notice of a meeting on the part of any Partner will shall not affect the validity of any act or proceeding of the meeting, so long as a quorum is shall be present at the meeting. Except , except as otherwise required by applicable law, only . Only matters set out forth in the notice of a meeting may be voted on by the Partners at the a meeting. The presence in person or by proxy of Partners holding a majority of the total number of votes eligible to be cast by all Partners as of the record date will shall constitute a quorum at any meeting of Partnersmeeting. In the absence of a quorum, a meeting of the Partners may be adjourned by action of a majority of the Partners present in person or by proxy without additional notice to the time or times as determined by the General Partner and communicated to the Directors in the manner described above in this Section 3.4(a)Partners. Except as otherwise required by any provision of this Agreement or of the 1940 Investment Company Act, (1i) those candidates receiving a plurality of the votes cast at any meeting of Partners called pursuant to Section 2.11(c) of this Agreement or elected pursuant to the requirement of Section 2.11(b) will shall be elected as Directors and (2ii) all other actions of the Partners taken at a meeting will shall require the affirmative vote of Partners holding a majority of the total number of votes eligible to be cast by those Partners who are present in person or by proxy at the such meeting. (b) Each Partner will shall be entitled to cast at any meeting of Partners or pursuant to written consent a number of votes equivalent to the such Partner’s 's Investment Percentage as of the record date for the meeting or the date of the written consentsuch meeting. The General Partner will Board of Directors shall establish a record date not less than 10 nor more than 60 days prior to the date of any meeting of Partners or mailing (including by electronic transmission) to the Partners of any written consent, to determine eligibility to vote at the such meeting and the number of votes that each Partner will be entitled to cast at the meetingthereat, and will shall maintain for each such record date a list setting out forth the name of each Partner and the number of votes that each Partner will be entitled to cast at the meeting. (c) A Partner may vote at any meeting of Partners by a proxy properly executed proxy transmitted to in writing by the Partnership Partner and filed with the Fund before or at any time at or before the < font style="DISPLAY: inline; COLOR: #000000">the time of the meeting by telegram, telecopier or other means of electronic communication or other readable reproduction as contemplated by the provisions relating to proxies applicable to corporations incorporated under the laws of Delaware now or in the future in effectmeeting. A proxy may be suspended or revoked, as the case may be, by the Partner executing the proxy by a later writing delivered to the Partnership Fund at any time prior to exercise of the proxy or if the Partner executing the proxy is shall be present at the meeting and votes decide to vote in person. Any action of the Partners that is permitted to be taken at a meeting of the Partners may be taken without a meeting if consents in writing, setting out forth the action to be taken, are signed by Partners holding a majority of the total number of votes eligible to be cast or any such greater percentage as may be required under this Agreement in order to approve the such action.

Meetings of Partners. (a) Actions requiring the vote of the Partners may be taken at any duly constituted meeting of the Partners at which a quorum is present or by means of a written consent. Meetings of the Partners may be called by the General Partner, by the affirmative vote of a majority of Directors then in office, or by Partners holding at least a majority of the total number of votes eligible to be cast by all Partners, and may be held at any time, date and place determined by the General Partner in the case of meetings called by the General Partner or the Partners and at any time, date and place determined by the Directors in the case of meetings called by the Directors. In each case, the General Partner will provide notice of the meeting, stating the date, time and place of the meeting and the record date for the meeting, to each Partner entitled to vote at the meeting within a reasonable time prior to the meeting. Failure to receive notice of a meeting on the part of any Partner will not affect the validity of any act or proceeding of the meeting, so long as a quorum is present at the meeting. Except as otherwise required by applicable law, only matters set out in the notice of a meeting may be voted on by the Partners at the meeting. The presence in person or by proxy of Partners holding a majority of the total number of votes eligible to be cast by all Partners as of the record date will constitute a quorum at any meeting of Partners. In the absence of a quorum, a meeting may be adjourned to the time or times as determined by the General Partner and communicated to the Directors in the manner described above in this Section 3.4(aSECTION 3.4(A). Except as otherwise required by any provision of this Agreement or of the 1940 Act, (1) those candidates receiving a plurality of the votes cast at any meeting of Partners called pursuant to Section 2.11(cSECTION 2.11(C) of this Agreement or elected pursuant to the requirement of Section 2.11(bSECTION 2.11(B) will be elected as Directors and (2) all other actions of the Partners taken at a meeting will require the affirmative vote of Partners holding a majority of the total number of votes eligible to be cast by those Partners who are present in person or by proxy at the meeting. (b) Each Partner will be entitled to cast at any meeting of Partners or pursuant to written consent a number of votes equivalent to the Partner’s Investment Percentage as of the record date for the meeting or the date of the written consent. The General Partner will establish a record date not less than 10 nor more than 60 days prior to the date of any meeting of Partners or mailing (including by electronic transmission) to the Partners of any written consent, to determine eligibility to vote at the meeting and the number of votes that each Partner will be entitled to cast at the meeting, and will maintain for each record date a list setting out the name of each Partner and the number of votes that each Partner will be entitled to cast at the meeting. (c) A Partner may vote at any meeting of Partners by a properly executed proxy transmitted to the Partnership at any time at or before the time of the meeting by telegram, telecopier or other means of electronic communication or other readable reproduction as contemplated by the provisions relating to proxies applicable to corporations incorporated under the laws of Delaware now or in the future in effect. A proxy may be suspended or revoked, as the case may be, by the Partner executing the proxy by a later writing delivered to the Partnership at any time prior to exercise of the proxy or if the Partner executing the proxy is present at the meeting and votes in person. Any action of the Partners that is permitted to be taken at a meeting of the Partners may be taken without a meeting if consents in writing, setting out the action to be taken, are signed by Partners holding a majority of the total number of votes eligible to be cast or any greater percentage as may be required under this Agreement to approve the action.

Meetings of Partners. (a) Actions requiring the vote of the Partners may be taken at any duly constituted meeting of the Partners at which a quorum is present or by means of a written consentpresent. Meetings of the Partners may be called by the General PartnerManager, by the affirmative vote of a majority of Directors then in office, Individual General Partners or by Partners holding at least a majority 25% or more of the total number of votes eligible to be cast by all Partners, and may be held at any such time, date and place determined by as the General Partner in the case of meetings called by the General Partner or the Partners and at any time, date and place determined by the Directors in the case of meetings called by the DirectorsManager shall determine. In each case, the General Partner will The Manager shall arrange to provide written notice of the meeting, stating the date, time and place of the meeting and the record date for the meetingtherefor, to each Partner entitled to vote at the meeting within a reasonable time prior to the meetingthereto. Failure to receive notice of a meeting on the part of any Partner will shall not affect the validity of any act or proceeding of the meeting, so long as a quorum is shall be present at the meeting. Except as otherwise required by applicable law, only Only matters set out forth in the notice of a meeting may be voted on by the Partners at the a meeting. The presence in person or by proxy of Partners holding a majority of the total number of votes eligible to be cast by all Partners as of the record date will shall constitute a quorum at any meeting of Partnersmeeting. In the absence of a quorum, the Manager may adjourn a meeting may be adjourned to the time or times as determined by the General Partner and communicated Manager without additional notice to the Directors in the manner described above in this Section 3.4(a)Partners. Except as otherwise required by any provision of this Agreement or of the 1940 Act, (1i) those candidates receiving a plurality of the votes cast at any meeting of Partners called pursuant to Section 2.11(c) of this Agreement or elected pursuant to the requirement of Section 2.11(b) will shall be elected as Directors Individual General Partners and (2ii) all other actions of the Partners taken at a meeting will shall require the affirmative vote of Partners holding a majority of the total number of votes eligible to be cast by those Partners who are present in person or by proxy at the such meeting. (b) Each Partner will shall be entitled to cast at any meeting of Partners or pursuant to written consent a number of votes equivalent to the such Partner’s Investment 's Partnership Percentage as of the record date for the meeting or the date of the written consentsuch meeting. The General Partner will Manager shall establish a record date not less than 10 nor more than 60 days prior to the date of any meeting of Partners or mailing (including by electronic transmission) to the Partners of any written consent, to determine eligibility to vote at the such meeting and the number of votes that which each Partner will be entitled to cast at the meetingthereat, and will shall maintain for each such record date a list setting out forth the name of each Partner and the number of votes that each Partner will be entitled to cast at the meeting. (c) A Partner may vote at any meeting of Partners by a proxy properly executed proxy transmitted to in writing by the Partner and filed with the Partnership before or at any time at or before the time of the meeting by telegram, telecopier or other means of electronic communication or other readable reproduction as contemplated by the provisions relating to proxies applicable to corporations incorporated under the laws of Delaware now or in the future in effectmeeting. A proxy may be suspended or revoked, as the case may be, by the Partner executing the proxy by a later writing delivered to the Partnership at any time prior to exercise of the proxy or if the Partner executing the proxy is present at the meeting and votes in person. Any action of the Partners that is permitted to be taken at a meeting of the Partners may be taken without a meeting if consents in writing, setting out the action to be taken, are signed by Partners holding a majority of the total number of votes eligible to be cast or any greater percentage as may be required under this Agreement to approve the action.Partner

Meetings of Partners. (a) Actions requiring The Managing General Partner shall hold an annual meeting of Partners beginning in the vote first full calendar year following the end of the Initial Offering Period. The Managing General Partner shall give at least forty-five days notice of the time and place of such meeting to each Partner, which notice shall set out the agenda for such meeting. (b) The Managing General Partner and the Non-Managing General Partner, together or independently, may call a special meeting of the Partnership by giving at least ten days notice of the time and place of such meeting to each Partner, which notice shall set out the agenda for such meeting. (c) Any action required to be, or which may be, taken at any meeting of the Partners may be taken at any duly constituted in writing without a meeting of if consents thereto are given by (i) the Partners at which a quorum is present or by means of a written consent. Meetings of the Partners may be called by the Managing General Partner, (ii) the Non-Managing General Partner (to the extent such action requires the approval of the Non-Managing General Partner by the affirmative vote terms of a majority of Directors then in office, or by Partners holding at least a majority of the total number of votes eligible to be cast by all Partnersthis Agreement), and (iii) Partners owning Partnership Interests having an aggregate Percentage Interest not less than the amount that would be necessary to take such action at a meeting; provided that a vote to terminate the Partnership pursuant to Section 12.2 may be held only at a meeting duly called, and not by written consent in lieu thereof. (d) A Partner may vote at any time, date and place determined by the General Partner in the case of meetings called by the General Partner or the Partners and at any time, date and place determined by the Directors in the case of meetings called by the Directors. In each case, the General Partner will provide notice of the meeting, stating the date, time and place of the meeting and the record date for the meeting, to each Partner entitled to vote at the meeting within a reasonable time prior to the meeting. Failure to receive notice of a meeting on the part of any Partner will not affect the validity of any act or proceeding of the meeting, so long as a quorum is present at the meeting. Except as otherwise required by applicable law, only matters set out in the notice of a meeting may be voted on by the Partners at the meeting. The presence either in person or by a proxy which such Partner has duly executed in writing. (e) The chairman of Partners holding a majority any special meeting shall be the President or another Person affiliated with and designated by the Managing General Partner. A Person designated by the Managing General Partner shall keep written minutes of all of the total number proceedings and votes of votes eligible to be cast by all Partners as of the record date will constitute a quorum at any meeting of Partners. In the absence of a quorum, a meeting may be adjourned to the time or times as determined by the General Partner and communicated to the Directors in the manner described above in this Section 3.4(a). Except as otherwise required by any provision of this Agreement or of the 1940 Act, (1) those candidates receiving a plurality of the votes cast at any meeting of Partners called pursuant to Section 2.11(c) of this Agreement or elected pursuant to the requirement of Section 2.11(b) will be elected as Directors and (2) all other actions of the Partners taken at a meeting will require the affirmative vote of Partners holding a majority of the total number of votes eligible to be cast by those Partners who are present in person or by proxy at the such meeting. (bf) Each The Managing General Partner will be may set in advance a record date for determining the Partners entitled to cast notice of and to vote at any meeting of Partners or pursuant entitled to written express consent to any action in writing without a number of votes equivalent to the Partner’s Investment Percentage as of the meeting. No record date for the meeting or the date of the written consent. The General Partner will establish a record date not shall be less than 10 ten nor more than 60 sixty days prior to the date of any meeting of Partners or mailing (including by electronic transmission) to the Partners of any written consent, to determine eligibility to vote at the meeting and the number of votes that each Partner will be entitled to cast at the meeting, and will maintain for each record date a list setting out the name of each Partner and the number of votes that each Partner will be entitled to cast at the meeting.which such record (cg) A Partner may vote quorum shall be present at any meeting of Partners with respect to any matter to be voted on at such meeting, if Partners holding voting power at least equal to that required to take action with respect to such matter are present at such meeting. Except as otherwise required by a properly executed proxy transmitted the Act, the Limited Partners may not require the Partnership to take any action, and the consent of the Limited Partners shall not be required for the Partnership to take any action, except to the Partnership at extent this Agreement requires the taking of an action approved by, or prohibits the taking of any time action unless approved by, a specified LP Vote, Partner Vote or Fund Vote. An “LP Vote” is a vote taken among, or consent solicited from, all Limited Partners holding Voting Interests. A “Partner Vote” is a vote taken among, or consent solicited from, all Partners holding Voting Interests. A “Fund Vote” is a vote taken among, or consent solicited from, all Partners holding Voting Interests and all other Voting Fund Investors. A “Majority LP Vote” means the affirmative vote or consent of Limited Partners holding Voting Interests representing more than fifty percent (50%) of the Percentage Interests attributable to Voting Interests held by the Limited Partners on the record date set for an LP Vote. A “Super Majority LP Vote” means the affirmative vote or consent of Limited Partners holding Voting Interests representing sixty-six and two-thirds percent (662/3%) or more of the Percentage Interests attributable to Voting Interests held by the Limited Partners on the record date set for an LP Vote. A “75% Majority LP Vote” means the affirmative vote or consent of Limited Partners holding Voting Interests representing seventy-five percent (75%) or more of the Percentage Interests attributable to Voting Interests held by the Limited Partners on the record date set for an LP Vote. A “Majority Partner Vote” means the affirmative vote or consent of Partners holding Voting Interests representing more than fifty percent (50%) of the Percentage Interests attributable to Voting Interests held by the Partners on the record date set for a Partner Vote. A “Super Majority Partner Vote” means the affirmative vote or consent of Partners holding Voting Interests representing sixty-six and two-thirds percent (662/3%) or more of the Percentage Interests attributable to Voting Interests held by the Partners on the record date set for a Partner Vote. A “75% Majority Partner Vote” means the affirmative vote or consent of Partners holding Voting Interests representing seventy-five percent (75%) or more of the Percentage Interests attributable to Voting Interests held by the Partners on the record date set for a Partner Vote. (h) Each Partner entitled to vote or consent on any matter which under the terms of this Agreement requires an LP Vote or Partner Vote shall have a voting and consent percentage equal to the Percentage Interest attributable to the Voting Interests held by such Partner on the record date set for the meeting or consent at or before the time of the meeting by telegram, telecopier or other means of electronic communication or other readable reproduction as contemplated by the provisions relating to proxies applicable to corporations incorporated under the laws of Delaware now or in the future in effect. A proxy may be suspended or revoked, as the case may be, by the Partner executing the proxy by which a later writing delivered to the Partnership at any time prior to exercise of the proxy or if the Partner executing the proxy vote is present at the meeting and votes in person. Any action of the Partners that is permitted to be taken at held or a meeting of the Partners may be taken without a meeting if consents in writing, setting out the action consent is to be taken, are signed . Any Feeder Entity may vote or consent any Voting Interest held by it for and/or against any matter presented to the Partners holding for a majority of the total number of votes eligible to be cast vote or any greater percentage consent in such manner and proportions as may be required under this Agreement to approve provided for in the action.constituent 72

Meetings of Partners. (a) Actions requiring the vote of the Partners may be taken at any duly constituted meeting of the Partners at which a quorum is present or by means of a written consent. Meetings of the Partners may be called by the General Partner, by the affirmative vote of a majority of Directors then in office, or by Partners holding at least a majority of the total number of votes eligible to be cast by all Partners, and may be held at any time, date and place determined by the General Partner in the case of meetings called by the General Partner or the Partners and at any time, date and place determined by the Directors in the case of meetings called by the Directors. In each case, the General Partner will provide notice of the meeting, stating the date, time and place of the meeting and the record date for the meeting, to each Partner entitled to vote at the meeting within a reasonable time prior to the meeting. Failure to receive notice of a meeting on the part of any Partner will not affect the validity of any act or proceeding of the meeting, so long as a quorum is present at the meeting. Except as otherwise required by applicable law, only matters set out in the notice of a meeting may be voted on by the Partners at the meeting. The presence in person or by proxy of Partners holding a majority of the total number of votes eligible to be cast by all Partners as of the record date will constitute a quorum at any meeting of Partners. In the absence of a quorum, a meeting may be adjourned to the time or times as determined by the General Partner and communicated to the Directors in the manner described above in this Section 3.4(a). Except as otherwise required by any provision of this Agreement or of the 1940 Act, (1) those candidates receiving a plurality of the votes cast at any meeting of Partners called pursuant to Section 2.11(c) of this Agreement or elected pursuant to the requirement of Section 2.11(b) will be elected as Directors and (2) all other actions of the Partners taken at a meeting will require the affirmative vote of Partners holding a majority of the total number of votes eligible to be cast by those Partners who are present in person or by proxy at the meeting. (b) Each Partner will be entitled to cast at any meeting of Partners or pursuant to written consent a number of votes equivalent to the Partner’s Investment Percentage as of the record date for the meeting or the date of the written consent. The General Partner will establish a record date not less than 10 nor more than 60 days prior to the date of any meeting of Partners or mailing (including by electronic transmission) to the Partners of any written consent, to determine eligibility to vote at the meeting and the number of votes that each Partner will be entitled to cast at the meeting, and will maintain for each record record date a list setting out the name of each Partner and the number of votes that each Partner will be entitled to cast at the meeting. (c) A Partner may vote at any meeting of Partners by a properly executed proxy transmitted to the Partnership at any time at or before the time of the meeting by telegram, telecopier or other means of electronic communication or other readable reproduction as contemplated by the provisions relating to proxies applicable to corporations incorporated under the laws of Delaware now or in the future in effect. A proxy may be suspended or revoked, as the case may be, by the Partner executing the proxy by a later writing delivered to the Partnership at any time prior to exercise of the proxy or if the Partner executing the proxy is present at the meeting and votes in person. Any action of the Partners that is permitted to be taken at a meeting of the Partners may be taken without a meeting if consents in writing, setting out the action to be taken, are signed by Partners holding a majority of the total number of votes eligible to be cast or any greater percentage as may be required under this Agreement to approve the action.