TERMINATION OF STATUS OF THE ADVISER. (a) The Advisor shall cease to be the Advisor of the Fund if the Advisor (i) shall be dissolved or otherwise shall terminate its existence; (ii) shall voluntarily withdraw as Advisor; (iii) shall be removed; (iv) shall transfer its entire Interest as Advisor as permitted under Section 4.3 hereof and such person to which such Interest is transferred is admitted as a substitute Advisor pursuant to Section 2.6(a) hereof; or (v) shall otherwise cease to be the Advisor of the Fund. (b) An Advisor may not withdraw voluntarily as an Advisor until the earliest of (i) one year from the date on which the Advisor shall have given the Directors written notice of its intention to effect such withdrawal (or upon lesser notice if, in the opinion of counsel to the Fund, such withdrawal is not likely to cause the Fund to lose its partnership tax classification) or as otherwise permitted by the 1940 Act; (ii) the date on which the authority of the Advisor to provide Advice and Management is terminated (other than at the election of the Advisor) pursuant to Section 3.4(a) hereof, unless within 30 days after such termination the Directors request the Advisor not to withdraw, in which case 180 days after the date of such termination, unless a successor adviser is earlier approved by the Fund; and (iii) the date on which one or more persons shall have agreed to assume the obligations of the Advisor hereunder with the approval of the Directors and such other approvals as may be required by the 1940 Act.
Appears in 3 contracts
Sources: Limited Liability Company Agreement (Gam Avalon Multi-Global LLC), Limited Liability Company Agreement (Gam Avalon Multi Market Neutral LLC), Limited Liability Company Agreement (Gam Avalon Multi Us LLC)