Because
of the ten - to - one
voting ratio between our Class B and Class A common stock, the holders
of our Class B common stock collectively will hold more than a majority
of the combined
voting power
of our common stock upon the completion
of our
initial public offering, and therefore such holders will be able to control all matters submitted to our stockholders for
approval.
After an
initial two - year term, the continuation
of a fund's Advisory Agreement must be specifically approved at least annually (1) by the
vote of the trustees or by a
vote of the shareholders
of the fund, and (2) by the
vote of a majority
of the trustees who are not parties to the investment advisory agreement or «interested persons»
of any party (the «Independent Trustees»), cast in person at a meeting called for the purpose
of voting on such
approval.