Common use of Standing Proxy Clause in Contracts

Standing Proxy. The Subscriber hereby designates and appoints the Administrator with the powers of substitution, as the Subscriber's true and lawful proxy for the purpose of voting any Shares issued pursuant to this Agreement (or such portion thereof from time to time owned by the Subscriber) on any and all matters arising at any meeting of the Fund that has been called for the purpose of obtaining a consent upon which such Shares could be voted by the Subscriber (or the person in whose name the Shares hereby subscribed are registered at the Subscriber's direction) if present in person at the meeting. The Administrator shall exercise no discretion in casting votes for which it has been given proxy power and must receive written instructions from the Subscriber on how it should vote on such matters. This proxy may be revoked by the Subscriber (or its registered nominee) either personally or by presentation of a subsequently executed form of proxy at any meeting of the Fund or by written notice to the Administrator received by the Administrator prior to any such meeting.