Common use of Voting; Quorum of Limited Partners; Vote Required Clause in Contracts

Voting; Quorum of Limited Partners; Vote Required. Except as otherwise set forth herein, each Limited Partner shall be entitled to vote its Interest upon all matters upon which Limited Partners have the right to vote based upon the Limited Partner’s Percentage Interest as of the applicable record date. The presence, in person or by proxy, of Limited Partners owning more than 33-1/3% of the Interests at the applicable record date for the action to be taken constitutes a quorum for the transaction of business. If a quorum is present, the affirmative vote, in person or by proxy, of the owners of more than 50% of the Interests then outstanding and represented in person or by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Limited Partners, unless the vote of a greater proportion or number or voting by classes is required by the Act, the Investment Company Act or this Agreement. If a quorum is not represented at any meeting of the Limited Partners, such meeting may be adjourned by an Appropriate Officer or the Directors. The Limited Partners shall have the following voting rights: (a) to the extent required by the Investment Company Act or as otherwise provided for herein, the right to elect members of the Board of Directors by the Majority In Interest of the Limited Partners; (b) as provided herein, the right to remove Directors for Cause by the affirmative vote of a Supermajority of Limited Partners at a meeting of Limited Partners duly called for such purpose; (c) to the extent required by the Investment Company Act, the right to approve any proposed investment advisory agreement or to disapprove and terminate any such existing agreement by the affirmative vote of a 40 Act Majority of Limited Partners; provided, however, in the case of approval that such agreement is also approved by a majority of Directors who are not parties to such contract or “interested persons” of any such party as such term is defined in the Investment Company Act, as the same may be amended from time to time; (d) to the extent required by the Investment Company Act, the right to ratify the appointment of the independent accountants of the Fund by the affirmative vote of more than 50% of the Interests then outstanding and represented in person or by proxy at the meeting and entitled to vote; provided, however, that such appointment is approved by a majority of the Disinterested Directors; (e) to the extent required by the Investment Company Act, the right to terminate the Fund’s independent accountants by the affirmative vote of a 40 Act Majority of Limited Partners; (f) to the extent provided in Section 2.6 hereof, the right to approve the extension of the time of termination and dissolution of the Fund by the affirmative vote of a Majority in Interest of the Limited Partners; (g) to the extent required by the Investment Company Act, the right to consent to the dissolution of the Fund pursuant to Section 13.1 hereof by the affirmative vote of the Majority In Interest of the Limited Partners; (h) to the extent required by Section 13.2 hereof, the selection of a liquidator by the affirmative vote of a Majority in Interest of the Limited Partners; (i) to the extent required by Section 15.1 hereof, the right to approve certain amendments to this Agreement by the affirmative vote of a Majority in Interest of the Limited Partners; and (j) so long as the Fund is subject to the provisions of the Investment Company Act, the right to approve any other matters that the Investment Company Act requires to be approved by the Limited Partners by the affirmative vote of Limited Partners as specified in the Investment Company Act.

Voting; Quorum of Limited Partners; Vote Required. Except as otherwise set forth herein, each Limited Partner shall be entitled to vote its Interest upon all matters upon which Limited Partners have the right to vote based upon the Limited Partner’s Percentage Interest as of the applicable record date. The presence, in person or by proxy, of Limited Partners owning more than 33-1/3% of the Interests at the applicable record date for the action to be taken constitutes a quorum for the transaction of business. If a quorum is present, the affirmative vote, in person or by proxy, of the owners of more than 50% of the Interests then outstanding and represented in person or by proxy at the meeting and entitled to vote on the subject matter shall be the act of the Limited Partners, unless the vote of a greater or lesser proportion or number or voting by classes is required or permitted by the Act, the Investment Company Act or this Agreement. If a quorum is not represented at any meeting of the Limited Partners, such meeting may be adjourned by an Appropriate Officer or the Directors. The Limited Partners shall have the following voting rights: (a) to the extent required by the Investment Company Act or as otherwise provided for herein, the right to elect members of the Board of Directors by the Majority In Interest of the Limited Partners; (b) as provided herein, the right to remove Directors for Cause by the affirmative vote of a Supermajority of Limited Partners at a meeting of Limited Partners duly called for such purpose; (c) to the extent required by the Investment Company Act, the right to approve any proposed investment advisory agreement or to disapprove and terminate any such existing agreement by the affirmative vote of a 40 Act Majority of Limited Partners; provided, however, in the case of approval that such agreement is also approved by a majority of Directors who are not parties to such contract or “interested persons” of any such party as such term is defined in the Investment Company Act, as the same may be amended from time to time; (d) to the extent required by the Investment Company Act, the right to ratify the appointment of the independent accountants of the Fund by the affirmative vote of more than 50% of the Interests then outstanding and represented in person or by proxy at the meeting and entitled to vote; provided, however, that such appointment is approved by a majority of the Disinterested Directors; (e) to the extent required by the Investment Company Act, the right to terminate the Fund’s independent accountants by the affirmative vote of a 40 Act Majority of Limited Partners; (f) to the extent provided in Section 2.6 hereof, the right to approve the extension of the time of termination and dissolution of the Fund by the affirmative vote of a Majority in Interest of the Limited Partners; (g) to the extent required by the Investment Company Act, the right to consent to the dissolution of the Fund pursuant to Section 13.1 hereof by the affirmative vote of the Majority In Interest of the Limited Partners; (h) to the extent required by Section 13.2 hereof, the selection of a liquidator by the affirmative vote of a Majority in Interest of the Limited Partners; (i) to the extent required by Section 15.1 hereof, the right to approve certain amendments to this Agreement by the affirmative vote of a Majority in Interest of the Limited Partners; and (j) so long as the Fund is subject to the provisions of the Investment Company Act, the right to approve any other matters that the Investment Company Act requires to be approved by the Limited Partners by the affirmative vote of Limited Partners as specified in the Investment Company Act.