definiens: shall mean ( a ) a monetary investment in a fund or other independently organized investment vehicle not owned or controlled by MLNM or a MLNM Affiliate, where monies contributed by various investors have been pooled for the purpose of making passive investments in third - party companies in the name of the fund or other investment vehicle, and provided that MLNM or a MLNM Affiliate do not directly hold any voting securities of, have any seats on the board of directors or other governing body of, or otherwise has the power to direct the affairs of the third - party company ; or ( b ) a general allocation, dividend or other distribution to the investors in such fund or other independently organized investment vehicle of debt or equity securities of an entity in which such fund or other investment vehicle holds an interest ; provided that MLNM or a MLNM Affiliate does not have any seats on the board of directors or other governing body of, or otherwise has the power to direct the affairs of the third - party company, other than by virtue of the voting securities received in such allocation, dividend or other distribution ; and provided further that if MLNM or a MLNM Affiliate receives a controlling interest in such company as a result of any such allocation, dividend or other distribution, it will use commercially reasonable efforts to divest itself of such controlling interest