Conversion to an Open-End Investment Company Clause Samples

Conversion to an Open-End Investment Company. Notwithstanding any other provisions of this Declaration or the By-Laws of the Trust, a favorable vote of a majority of the Continuing Trustees then in office followed by the favorable vote of the holders of not less than three-quarters of the Shares of each affected Class or Series outstanding, voting as separate classes or series, shall be required to approve, adopt or authorize an amendment to this Declaration that makes the Shares a “redeemable security” as that term is defined in the 1940 Act, unless such amendment has been approved by three-quarters of the Continuing Trustees, in which case approval by a vote of a majority of the Shares outstanding and entitled to vote shall be required. Upon the adoption of a proposal to convert the Trust from a “closed-end company” to an “open-end company” as those terms are defined by the 1940 Act and the necessary amendments to this Declaration to permit such a conversion of the Trust’s outstanding Shares entitled to vote, the Trust shall, upon complying with any requirements of the 1940 Act and state law, become an “open-end” investment company. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of the Shares otherwise required by law, or any agreement between the Trust and any national securities exchange.
View SourceView Similar (99)
Conversion to an Open-End Investment Company. Notwithstanding any other provisions in this Declaration 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), together with any necessary amendments to this Declaration to permit such a conversion, shall require the approval of a majority of the Trustees then in office and 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 2 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.
View SourceView Similar (4)
Conversion to an Open-End Investment 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 2 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.
View SourceView Similar (2)
Conversion to an Open-End Investment Company. (a) Prior to the end of the Term and notwithstanding any other provisions of this Declaration or the By-Laws of the Trust, a favorable vote of a majority of the Trustees then in office followed by the favorable vote of the holders of not less than three-quarters of the Shares of each affected Class or Series outstanding, voting as separate classes or series, shall be required to approve, adopt or authorize an amendment to this Declaration that makes the Shares a “redeemable security” as that term is defined in the 1940 Act, unless such amendment has been approved by three-quarters of the Trustees, in which case approval by a vote of a majority of the Shares outstanding and entitled to vote shall be
View Source
Conversion to an Open-End Investment Company. (a) Notwithstanding any other provision of this Declaration or the By-Laws of the Trust other than clause (b) of this Section 4, the affirmative vote of a majority of the Trustees then in office followed by the affirmative vote of the holders of not less than three-quarters of the Shares of the Trust or, as applicable, each affected Class or Series outstanding, voting as separate classes or series, shall be required to approve, adopt or authorize an amendment to this Declaration that makes the Shares a “redeemable security” (such term used herein as defined in the 1940 Act), unless such amendment has been approved by three-quarters of the Trustees, in which case approval by a vote of a majority of the Shares outstanding and entitled to vote shall be required. Upon the adoption of a proposal to convert the Trust from a “closed-end company” to an “open-end company” (each such term used herein as defined by the ▇▇▇▇ ▇▇▇) and the necessary amendments to this Declaration to permit such a conversion of the Trust’s outstanding Shares entitled to vote, the Trust shall, upon complying with any requirements of the 1940 Act and state law, become an open-end company. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of the Shares otherwise required by law, or any agreement between the Trust and any national securities exchange. (b) Notwithstanding any other provision of this Declaration or the By-Laws of the Trust, promptly after ____________, 2024 (the “Conversion Date”), the Trust will automatically become an open-end company and the Shares will automatically become a redeemable security (the “Automatic Conversion Provision”) unless on or before the Conversion Date (but not prior to one year before the Conversion Date) the Trust conducts a tender offer for 100% of the Shares at a price per Share equal to the Net Asset Value per Share and consummates the purchase of all such Shares properly tendered. No approval of the Shareholders is required to effectuate the conversion of the Trust into an open-end company pursuant to the Automatic Conversion Provision. The conversion of the Trust into an open-end company pursuant to the Automatic Conversion Provision will be effectuated by the adoption by the Trustees in their sole discretion of amendments to this Declaration necessary or desirable to convert the Trust into an open-end company and to make the Shares a redeemable security. Promptly after the Conversion Date, the Trustees s...
View Source
Conversion to an Open-End Investment Company. Notwithstanding any other provisions of this Agreement or the By-Laws of the Company, a favorable vote of a majority of the Directors then in office followed by a Majority Vote and each affected Class outstanding, voting as separate Classes, shall be required to approve, adopt or authorize an amendment to this Agreement that makes each Share a "redeemable security" as that term is defined in the 1940 Act. Upon the adoption of a proposal to convert the Company from a "closed-end company" to an "open-end company" as those terms are defined by the 1940 Act and the necessary amendments to this Agreement to permit such a conversion of the Outstanding Shares, the Company shall, upon complying with any requirements of the 1940 Act and state law and applicable non-U.S. law, become an "open-end" investment company. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of the Shares otherwise required by U.S. federal or non-U.S. law or any agreement between the Company and any U.S. national or non-U.S. securities exchange.
View Source

Related to Conversion to an Open-End Investment Company

  • Regulated Investment Company Election Each Trust elects to be treated and to qualify as a "regulated investment company" as defined in the Internal Revenue Code, and the Trustee is hereby directed to make such elections, including any appropriate election to be taxed as a corporation, as shall be necessary to effect such qualification."

  • Company Not an “Investment Company The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

  • No Investment Company; Margin Regulation Become or be controlled by an “investment company,” within the meaning of the Investment Company Act of 1940, or become principally engaged in, or undertake as one of its important activities, the business of extending credit for the purpose of purchasing or carrying margin stock, or use the proceeds of any Credit Extension for such purpose.

  • Regulated Investment Company The Company has elected to be treated, and has operated, and intends to continue to operate, its business in such a manner so as to enable the Company to continue to qualify as a regulated investment company under Subchapter M of the Code. The Company intends to direct the investment of the proceeds of the offering of the Securities in such a manner as to comply with the requirements of Subchapter M of the Code.

  • Not an Investment Company The Borrower is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended.