Common use of Board of Managers Clause in Contracts

Board of Managers. (a) Prior to the Closing Date, the initial Member or Members may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers. By signing this Agreement or signing an investor application or certification in connection with the purchase of Units, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers shall be fixed from time to time by the Board. (b) Each Manager shall serve on the Board for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the Board. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (a) Prior to The Company’s board of managers (the Closing Date, the initial Member or Members may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the “Board of Managers” or the “Board”) will be composed of at least four managers (each, a “Manager”), unless increased or decreased by a majority of the Managers. By signing Managers need not be Members. The Board shall elect a Chair of the Board (the “Chair of the Board”), who shall have the powers and perform such duties as provided in this Agreement and as the Board may from time to time prescribe. (b) Notwithstanding anything to the contrary herein, to the extent required by the Investment Company Act, at any time when there are outstanding Preferred Units, the Preferred Unitholders shall have the right, as a class, to elect (i) two additional Managers to the Board, but shall not elect or signing vote for the other Managers, and (ii) if and for so long as dividends on the Preferred Units are unpaid in an investor application or certification in connection with amount equal to two full years of dividends on the purchase of Preferred Units, a Member admitted on majority of the Closing Date shall Managers, such majority to be deemed achieved by adding sufficient number of new Managers to have voted for the election Board, all of each whom are elected by the Preferred Unitholders, who, together with the Managers set forth in clause (i), will constitute a majority of the Managers so designated. After the Closing Date(such Managers under clause (i) or (ii), as applicable, the Board may“Preferred Appointed Managers”). In the event any Preferred Units are issued and outstanding, subject the Preferred Unitholders shall be entitled to elect the provisions Preferred Appointed Managers at a meeting of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies Unitholders, which shall be called in the position manner as provided in 3.7. (c) Regular meetings of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any person who shall agree to may be bound by all of the terms of this Agreement held at such places and times as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers shall be fixed determined from time to time by the Board. (b) Each Manager shall serve on . Special meetings of the Board for may be called by the duration Chair of the term Board or the President of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In Company (the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members to fill any vacancy in the position of Manager“President”), and shall do so within 60 days after any date on which Managers who were elected be called by the Members cease to constitute President or the Secretary of the Company (the “Secretary”) if directed by a majority of the Managers then serving on in office, and shall be at such places and times as such Person(s) calling such meeting shall fix. Notice need not be given of regular meetings of the Board. Either written notice, notice by electronic transmission or oral notice (either in person or by telephone) of the time, date and place of a special meeting may be required and shall be given in accordance with the rules determined by the Board. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. (cd) A majority of the total number of Managers then in office shall constitute a quorum for the transaction of business. Except as otherwise provided by law, or by this Agreement, the act of a majority of the Managers present (including Managers present by telephone or other electronic means) at a meeting at which a quorum is present shall be the act of the Board. In the event that no Manager remains to continue the business absence of a quorum, a majority of the FundManagers present thereat may adjourn such meeting to another time and place. Notice of such adjourned meeting need not be given if the time and place of such adjourned meeting are announced at the meeting so adjourned; provided, CSFB Alternative Capital however, that this paragraph shall promptly call not apply to any action of the Board that requires the vote of the Managers to be cast in person at a meeting pursuant to the Investment Company Act. (e) Except as otherwise provided by law or by this Agreement, any one or more members of the Board or any committee thereof may participate in a meeting of the MembersBoard or such committee by means of a conference telephone or other communications equipment by means of which all Persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting; provided, however, that this shall not apply to any action of the Board that requires the vote of the Managers to be held within 60 days after cast in person at a meeting pursuant to the Investment Company Act. (f) Except as otherwise provided by law or by this Agreement, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if a majority of the members of the Board or any committee thereof, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the records of the proceedings of the Board; provided, however, that this shall not apply to any action of the Board that requires the vote of the Managers to be cast in person at a meeting pursuant to the Investment Company Act. (g) As of the date on which of this Agreement, the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number names of Managers are set forth on Schedule A. Each Manager will hold office until his or her death, resignation, retirement, disqualification or removal. (h) A Manager may resign from the Board at any time upon notice given in writing or by electronic transmission to the Board, the Chair of the Board, the President or the Secretary. If The resignation shall take effect at the Members time specified therein, and if no time is specified, at the time of its receipt. The acceptance of a resignation shall determine not be necessary to make it effective unless otherwise expressly provided in the resignation. Any or all of the Managers may be removed (a) for any reason by the action of at least 66 2/3% of the remaining Managers or (b) only for cause and by vote of at least 66 2/3% in voting power of all the then-outstanding Units of the Company, voting together as a single class; provided, however, that any or all of the Preferred Appointed Managers may be removed only for cause and only by the affirmative vote of at least 66 2/3% in voting power of all the then-outstanding Preferred Units of the Company. (i) Except as otherwise provided by applicable law, including the Investment Company Act, any newly created manager position on the Board that results from an increase in the number of Managers, and any vacancy occurring in the Board that results from the death, resignation, retirement, disqualification or removal of a Manager or other cause, may be filled exclusively by the affirmative vote of a majority of the remaining Managers in office, although less than a quorum, or by a sole remaining Manager. Any Manager elected to fill a vacancy or newly created manager position shall hold office until his or her death, resignation, retirement, disqualification or removal, in accordance with the terms of this Agreement. (j) Subject to the limitations of Section 17(h) of the Investment Company Act, a member of the Board, or a member of any committee designated by the Board shall, in the performance of such meeting not Person’s duties, be fully protected in relying in good faith upon records of the Company and upon such information, opinions, reports or statements presented to continue the Company by any of the Company’s Officers, or committees of the Board, or by any other Person as to matters the member reasonably believes are within such other Person’s professional or expert competence. (k) The Managers shall have the same fiduciary duties (including the application of the business judgment rule) as directors of private corporations for profit organized under the general corporation law of the Fund or if the required number State of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereofDelaware.

Board of Managers. (a) Prior to the Closing Date, the initial Member or Members may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers. By signing this Agreement or signing an investor application or certification in connection with the purchase of Units, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers shall be fixed from time to time by the Board. (b) Each Manager shall serve on the Board for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the Board. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.required

Board of Managers. (a) Prior to the Closing Date, the initial Member or Members Initial Managers may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers, subject to the election of such persons prior to the Closing Date by the Organizational Member. By signing this Agreement or signing an investor application or certification in connection with the purchase of UnitsInvestment Management Agreement, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board of Managers by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers Managers shall be fixed from time to time by the BoardBoard of Managers. (b) Each Manager shall serve on the Board of Managers for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board of Managers may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the BoardBoard of Managers. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital the Investment Manager shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the BoardBoard of Managers. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (a) Prior to the Closing Date, the initial Member or Members may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the The Board of Managers. By signing this Agreement or signing an investor application or certification in connection with the purchase of Units, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 3.4 hereof with respect to the election of Managers to the Board of Managers by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the FundCompany. The number of managers Managers shall be fixed from time to time by the BoardBoard of Managers. (b) Each Manager shall serve on the Board of Managers for the duration of the term of the FundCompany, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board of Managers may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the BoardBoard of Managers. (c) In the event that no Manager remains to continue the business of the FundCompany, CSFB Alternative Capital the Management Services Provider shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund Company and, if the business shall be continued, of electing the required number of Managers to the BoardBoard of Managers. If the Members shall determine at such meeting not to continue the business of the Fund Company or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund Company shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund Company shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (a) Prior to the Closing Date, the initial Member or Members may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers. By signing this Agreement or signing an investor application or certification in connection with the purchase of Units, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 3.4 hereof with respect to the election of Managers to the Board of Managers by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the FundCompany. The number of managers Managers shall be fixed from time to time by the BoardBoard of Managers. (b) Each Manager shall serve on the Board of Managers for the duration of the term of the FundCompany, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, ; so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board of Managers may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the BoardBoard of Managers. (c) In the event that no Manager remains to continue the business of the FundCompany, CSFB Alternative Capital the Adviser shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund Company and, if the business shall be continued, of electing the required number of Managers to the BoardBoard of Managers. If the Members shall determine at such meeting not to continue the business of the Fund Company or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund Company shall be dissolved pursuant to Section 6.1 7.1 hereof and the assets of the Fund Company shall be liquidated and distributed pursuant to Section 6.2 7.2 hereof.

Board of Managers. (a) Prior to the Closing Date, the initial Member or Members Initial Manager may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers, subject to the election of such persons prior to the Closing Date by the Organizational Member. By signing this Agreement or signing an investor application or certification a subscription agreement in connection with the purchase of Unitsan Interest, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board of Managers by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers Managers shall be fixed from time to time by the BoardBoard of Managers. (b) Each Manager shall serve on the Board of Managers for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board of Managers may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the BoardBoard of Managers. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital the Advisor shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.the

Board of Managers. (a) Prior to the Closing Date, the initial Member or Members Initial Manager may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers, subject to the election of such persons prior to the Closing Date by the Organizational Member. By signing this Agreement or signing an investor application or certification a subscription agreement in connection with the purchase of Units, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board of Managers by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers Managers shall be fixed from time to time by the BoardBoard of Managers. (b) Each Manager shall serve on the Board of Managers for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board of Managers may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the BoardBoard of Managers. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital the Advisor shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the BoardBoard of Managers. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (a) Prior to The Company’s board of managers (the Closing Date, the initial Member or Members may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the “Board of Managers” or the “Board”) will be composed of at least four managers (each, a “Manager”), unless increased or decreased by a majority of the Managers. By signing Managers need not be Members. The Board shall elect a Chair of the Board (the “Chair of the Board”), who shall have the powers and perform such duties as provided in this Agreement and as the Board may from time to time prescribe. (b) Notwithstanding anything to the contrary herein, to the extent required by the Investment Company Act, at any time when there are outstanding Preferred Units, the Preferred Unitholders shall have the right, as a class, to elect (i) two additional Managers to the Board, but shall not elect or signing vote for the other Managers, and (ii) if and for so long as dividends on the Preferred Units are unpaid in an investor application or certification in connection with amount equal to two full years of dividends on the purchase of Preferred Units, a Member admitted on majority of the Closing Date shall Managers, such majority to be deemed achieved by adding sufficient number of new Managers to have voted for the election Board, all of each whom are elected by the Preferred Unitholders, who, together with the Managers set forth in clause (i), will constitute a majority of the Managers so designated. After the Closing Date(such Managers under clause (i) or (ii), as applicable, the Board may“Preferred Appointed Managers”). In the event any Preferred Units are issued and outstanding, subject the Preferred Unitholders shall be entitled to elect the provisions Preferred Appointed Managers at a meeting of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies Unitholders, which shall be called in the position manner as provided in 3.7. (c) Regular meetings of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any person who shall agree to may be bound by all of the terms of this Agreement held at such places and times as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers shall be fixed determined from time to time by the Board. (b) Each Manager shall serve on . Special meetings of the Board for may be called by the duration Chair of the term Board or the President of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In Company (the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members to fill any vacancy in the position of Manager“President”), and shall do so within 60 days after any date on which Managers who were elected be called by the Members cease to constitute President or the Secretary of the Company (the “Secretary”) if directed by a majority of the Managers then serving on in office, and shall be at such places and times as such Person(s) calling such meeting shall fix. Notice need not be given of regular meetings of the Board. Either written notice, notice by electronic transmission or oral notice (either in person or by telephone) of the time, date and place of a special meeting may be required and shall be given in accordance with the rules determined by the Board. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. (cd) A majority of the total number of Managers then in office shall constitute a quorum for the transaction of business. Except as otherwise provided by law or by this Agreement, the act of a majority of the Managers present (including Managers present by telephone or other electronic means) at a meeting at which a quorum is present shall be the act of the Board. In the event that no Manager remains to continue the business absence of a quorum, a majority of the FundManagers present thereat may adjourn such meeting to another time and place. Notice of such adjourned meeting need not be given if the time and place of such adjourned meeting are announced at the meeting so adjourned; provided, CSFB Alternative Capital however, that this paragraph shall promptly call not apply to any action of the Board that requires the vote of the Managers to be cast in person at a meeting pursuant to the Investment Company Act. (e) Except as otherwise provided by law or by this Agreement, any one or more members of the Board or any committee thereof may participate in a meeting of the MembersBoard or such committee by means of a conference telephone or other communications equipment by means of which all Persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting; provided, however, that this shall not apply to any action of the Board that requires the vote of the Managers to be held within 60 days after cast in person at a meeting pursuant to the Investment Company Act. (f) Except as otherwise provided by law or by this Agreement, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if a majority of the members of the Board or any committee thereof, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the records of the proceedings of the Board; provided, however, that this shall not apply to any action of the Board that requires the vote of the Managers to be cast in person at a meeting pursuant to the Investment Company Act. (g) As of the date on which of this Agreement, the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number names of Managers are set forth on Schedule A. Each Manager will hold office until his or her death, resignation, retirement, disqualification or removal. (h) A Manager may resign from the Board at any time upon notice given in writing or by electronic transmission to the Board, the Chair of the Board, the President or the Secretary. If The resignation shall take effect at the Members time specified therein, and if no time is specified, at the time of its receipt. The acceptance of a resignation shall determine not be necessary to make it effective unless otherwise expressly provided in the resignation. Any or all of the Managers may be removed (a) for any reason by the action of at least 66 2/3% of the remaining Managers or (b) only for cause and by vote of at least 66 2/3% in voting power of all the then-outstanding Units of the Company, voting together as a single class; provided, however, that any or all of the Preferred Appointed Managers may be removed only for cause and only by the affirmative vote of at least 66 2/3% in voting power of all the then-outstanding Preferred Units of the Company. (i) Except as otherwise provided by applicable law, including the Investment Company Act, any newly created manager position on the Board that results from an increase in the number of Managers, and any vacancy occurring in the Board that results from the death, resignation, retirement, disqualification or removal of a Manager or other cause, may be filled exclusively by the affirmative vote of a majority of the remaining Managers in office, although less than a quorum, or by a sole remaining Manager. Any Manager elected to fill a vacancy or newly created manager position shall hold office until his or her death, resignation, retirement, disqualification or removal, in accordance with the terms of this Agreement. (j) Subject to the limitations of Section 17(h) of the Investment Company Act, a member of the Board, or a member of any committee designated by the Board shall, in the performance of such meeting not Person’s duties, be fully protected in relying in good faith upon records of the Company and upon such information, opinions, reports or statements presented to continue the Company by any of the Company’s Officers, or committees of the Board, or by any other Person as to matters the member reasonably believes are within such other Person’s professional or expert competence. (k) The Managers shall have the same fiduciary duties (including the application of the business judgment rule) as directors of private corporations for profit organized under the general corporation law of the Fund or if the required number State of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereofDelaware.

Board of Managers. (a) The number of Managers at the date of this Agreement is fixed at not more than fifteen (15) Managers and no fewer than two (2). After the Initial Closing Date, the number of Managers will be fixed from time to time by the Managers then in office, which number may be greater, or lesser, than fifteen (15), but no fewer than the minimum number of Managers permitted to corporations organized under the laws of the State of Delaware, except that no reduction in the number of Managers will serve to effect the removal of any Manager. (b) Prior to the Initial Closing Date, the initial Organizational Member or Members may shall designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers, subject to the election of such persons prior to the Initial Closing Date by the Organizational Member. By signing this Agreement or signing an investor application or certification in connection with the purchase of Unitsan Interest, a Member admitted on to the Closing Date Fund shall be deemed to have voted for the election of each of the Managers so designated. After the Initial Closing Date, the Board of Managers may, subject to the provisions of paragraphs (ab) and (bc) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board of Managers by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers Managers shall be fixed from time to time by the BoardBoard of Managers. (bc) Each Manager shall serve on the Board of Managers for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3(2)/3) of the Managers then serving would have been elected by the Members. The Board of Managers may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the BoardBoard of Managers. (cd) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital the Organizational Member shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.the

Board of Managers. (a) Prior to the Closing Date, the initial Member or Members Initial Manager may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers, subject to the election of such persons prior to the Closing Date by the Organizational Member. By signing this Agreement or signing an investor application or certification in connection with the purchase of Unitsan Interest, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board of Managers by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers Managers shall be fixed from time to time by the BoardBoard of Managers. (b) Each Manager shall serve on the Board of Managers for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board of Managers may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the BoardBoard of Managers. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital the Adviser shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the BoardBoard of Managers. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (a) Prior to the Closing Date, the initial Member or Members Initial Manager may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as the Managers on the Board of Managers, subject to the election of such persons prior to the Closing Date by the Organizational Member. By signing this Agreement or signing an investor application or certification in connection with the purchase of Units, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 3.4 hereof with respect to the election of Managers to the Board of Managers by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the FundCompany. The number of managers Managers shall be fixed from time to time by the BoardBoard of Managers. (b) Each Manager shall serve on the Board of Managers for the duration of the term of the FundCompany, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, ; so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board of Managers may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the BoardBoard of Managers. (c) In the event that no Manager remains to continue the business of the FundCompany, CSFB Alternative Capital the Adviser shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund Company and, if the business shall be continued, of electing the required number of Managers to the BoardBoard of Managers. If the Members shall determine at such meeting not to continue the business of the Fund Company or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund Company shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund Company shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (a) Prior to the Closing Date, the initial Organizational Member or Members may shall designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers, subject to the election of such persons prior to the Closing Date by the Organizational Member. By signing this Agreement or signing an investor application or certification in connection with the purchase of Unitsan Interest, a Member admitted on to the Closing Date Fund shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board of Managers by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers Managers shall be fixed from time to time by the BoardBoard of Managers. (b) Each Manager shall serve on the Board of Managers for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board of Managers may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the BoardBoard of Managers. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital the Organizational Member shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.the

Board of Managers. (a) The Board shall initially consist of the Initial Manager. Prior to the Closing Date, the initial Initial Member or Members may designate such persons additional individuals who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers. By signing this Agreement Agreement, the Taxable Investor Fund and the Offshore Feeder FundUpon becoming a Member as a result of the Conversion or by signing an investor a subscription agreement, application or certification in connection with the purchase or acquisition of UnitsShares, a Member admitted on as of the Closing Date shall be deemed to have voted for the election of each of the Managers so designateddesignated as of the Closing Date. After the Closing Date, the Board may, subject to the provisions of paragraphs (ab) and (bc) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any person Person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The After the Closing Date, the number of managers Managers shall be fixed from time to time by the Board. (b) Each Manager shall serve on the Board for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the Board. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital WFAAMASGI shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (a) Prior to the Closing Date, the initial Member or Members Initial Manager may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers, subject to the election of such persons prior to the Closing Date by the Organizational Member. By signing this Agreement or signing an investor application or certification in connection with the purchase of Unitsan Interest, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 1.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 2.4 hereof with respect to the election of Managers to the Board of Managers by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers Managers shall be fixed from time to time by the BoardBoard of Managers. (b) Each Manager shall serve on the Board of Managers for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 3.2 hereof. In the event of any vacancy in the position of Managermanager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board of Managers may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the BoardBoard of Managers. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital the Special Advisory Member shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the BoardBoard of Managers. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 5.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 5.2 hereof.

Board of Managers. (a) Prior to the Closing Date, the initial Organizational Member or Members may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as the initial Managers on the Board of Managers, subject to the election of such persons prior to the Closing Date by the Organizational Member. By signing this Agreement or signing an investor application or certification in connection with the purchase signature page of Unitsthe Company's subscription agreement, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the initial Managers so designatedto the Board of Managers. After the Closing Date, the Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager of and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board of Managers by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the FundCompany. The number of managers Managers shall be fixed from time to time by the BoardBoard of Managers but, at the Closing Date, shall not be less than three. At and after the Closing Date, all of the Managers shall be Independent Managers. (b) Each Manager shall serve on the Board of Managers for the duration of the term of the FundCompany, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board of Managers may call a meeting of Members to fill any vacancy in the position of member of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the BoardBoard of Managers. (c) In the event that no Manager remains to continue the business of the FundCompany, CSFB Alternative Capital the Adviser shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund Company and, if the business shall be continued, of electing the required number of Managers to the BoardBoard of Managers. If the Members shall determine at such meeting not to continue the business of the Fund Company or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund Company shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund Company shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (a) Prior to the Closing Date, the initial Member or Members Initial Manager may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as the Managers on the Board of Managers, subject to the election of such persons prior to the Closing Date by the Initial Member. By signing this Agreement or signing an investor application or certification in connection with the purchase of Unitsan Interest, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 3.4 hereof with respect to the election of Managers to the Board of Managers by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the FundCompany. The number of managers Managers shall be fixed from time to time by the BoardBoard of Managers. (b) Each Manager shall serve on the Board of Managers for the duration of the term of the FundCompany, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, ; so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board of Managers may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the BoardBoard of Managers. (c) In the event that no Manager remains to continue the business of the FundCompany, CSFB Alternative Capital the Adviser shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund Company and, if the business shall be continued, of electing the required number of Managers to the BoardBoard of Managers. If the Members shall determine at such meeting not to continue the business of the Fund Company or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund Company shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund Company shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (a) Prior to the Closing DateThe number of Managers holding office at any one time shall be three (3), the initial Member or Members may designate such persons who shall agree to be bound unless otherwise agreed by all of the terms Unitholders. So long as the Company is not listed on any stock exchange, the Board shall be comprised of this Agreement members nominated by the Unitholders whereby the number of nominated Managers by each Unitholder shall be as nearly as practicable in proportion to such Unitholder’s Unitholder Interest (for which purposes a Unitholder may aggregate the Unitholder Interests of some or all of its Affiliates provided those Affiliates do not also exercise their nomination rights) provided that any Manager nominated by a Unitholder shall have acceptable qualifications to serve as Managers on the Board and provided further that: (i) As long as PEDCO and its Affiliates shall have an aggregate Unitholder Interest of at least fifty percent (50%), PEDCO may appoint two (2) Managers. By signing this Agreement or signing , and so long as PEDCO and its Affiliates shall have an investor application or certification in connection with the purchase aggregate Unitholder Interest of Unitsat least twenty-five percent (25%), PEDCO may appoint one (1) Manager (on a non-cumulative basis) (each, a Member admitted on “PEDCO Manager”); and (ii) So long as STXRA and its Affiliates shall have an aggregate Unitholder Interest of at least twenty-five percent (25%), STXRA may appoint one (1) Manager (the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a “STXRA Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers shall be fixed from time to time by the Board”). (b) Each Manager shall serve on The Chairman of the Board for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of a PEDCO Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected designated by the MembersPEDCO. The Board may call a meeting Chairman shall chair all meetings of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the Board. (c) In the event that no Manager remains to continue the business of the Fundresignation, CSFB Alternative Capital death, removal or disqualification of a Manager selected as set forth above, the appropriate designating Party or Parties shall promptly call nominate a meeting new Manager, and, after written notice of the Membersnomination has been given by such designating Party or Parties to the other parties, each Unitholder shall vote its Units to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers elect such nominee to the Board, if and as required. (d) The appropriate designating Party or Parties may specify that the Manager elected by it shall be removed at any time and from time to time, with or without cause (subject to applicable Nevada Law, this Agreement, and the Articles), in such Party or Parties’ sole discretion. If the Members shall determine at such meeting not After written notice to continue the business each of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets Parties of the Fund new nominee to replace a removed Manager, each Unitholder shall be liquidated promptly vote its Units to remove the Manager in question and distributed pursuant to Section 6.2 hereofreplace such Manager with the nominee of the Party entitled to designate such Manager.

Board of Managers. (a) Prior to the Closing Date, the initial Member or Members may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the The Board of Managers. By signing this Agreement or signing an investor application or certification in connection with the purchase of Units, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 3.4 hereof with respect to the election of Managers to the Board of Managers by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the FundCompany. The number of managers Managers shall be fixed from time to time by the BoardBoard of Managers. (b) Each Manager shall serve on the Board of Managers for the duration of the term of the FundCompany, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board of Managers may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the BoardBoard of Managers. (c) In the event that no Manager remains to continue the business of the FundCompany, CSFB Alternative Capital the Adviser shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund Company and, if the business shall be continued, of electing the required number of Managers to the BoardBoard of Managers. If the Members shall determine at such meeting not to continue the business of the Fund Company or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund Company shall be dissolved pursuant to Section 6.1 7.1 hereof and the assets of the Fund Company shall be liquidated and distributed pursuant to Section 6.2 7.2 hereof.

Board of Managers. (a) Prior to the Closing Date, the initial Member or Members may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers. By signing this Agreement or signing an investor application or certification in connection with the purchase of Units, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the The Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any person Person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers Managers shall be fixed from time to time by the Board. (b) Each Manager shall serve on the Board for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the Board. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital ASGI shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (a) The governing body of the Fund shall be the Board of Managers, which shall have the power to control the management and policies of the Fund, including the complete authority to oversee and to establish policies regarding the management, conduct and operation of the Fund's business, and to do all things necessary and proper to carry out the objective and business of the Fund. The parties hereto intend that, to the fullest extent permitted by law and except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers and authority on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Disinterested Manager shall be vested with the same powers and authority on behalf of the Fund as are customarily vested in each director of a closed-end management investment company registered under the Investment Company Act that is organized as a Delaware corporation who is not an "interested person" of such company as such term is defined in the Investment Company Act. (b) Prior to the Initial Closing Date, the initial Organizational Member or Members may may, in its sole discretion, designate such and elect persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers. By signing this Agreement or signing an investor application or certification in connection with The maximum number of Managers to be appointed by the purchase of Units, a Organizational Member admitted on the Closing Date shall be deemed to have voted for the election of each set at six, and may thereafter be increased or decreased by action of the Board of Managers so designated. After the Closing Date, the Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to provided that at no time shall the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Managerset at less than three or more than ten. The names and mailing addresses of the Managers shall be set forth in Schedule A hereto or in the books and official records of the Fund. The number of managers Managers shall be fixed from time to time by the Board. (b) Each Manager shall serve on the Board for the duration of the term of the Fundhold office until their successors are approved and elected, unless his or her status as a Manager shall be they are sooner terminated removed pursuant to Section 4.1 4.3 hereof, or sooner resign pursuant to Section 4.2 hereof or sooner are incapacitated pursuant to Section 4.4 hereof, as the case may be. Managers may succeed themselves in office. No reduction in the number of Managers shall have the effect of removing any Manager from office unless specially removed pursuant to Section 4.3 hereof at the time of such decrease. Subject to the requirements of the Investment Company Act, the Board of Managers may designate successors to fill vacancies created by an authorized increase in the number of Managers, the resignation of a Manager pursuant to Section 4.2 hereof, the removal of a member of the Board of Managers pursuant to Section 4.3 hereof or the incapacity of a Manager pursuant to Section 4.4 hereof. In the event of any vacancy in the position of Managerthat no Managers remain, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members to fill any vacancy in the position of Manager, and Management Company shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the Board. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund andand shall perform all duties of the Managers under this Agreement and shall as soon as practicable call a special meeting of Members for the purpose of approving and electing Managers. Managers may, if the business shall be continuedbut need not be, of electing the required number of Managers admitted to the Board. If the Fund as Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereoftheir capacity as Managers.

Board of Managers. (a) Prior to The Company shall have a board of managers (the Closing Date, the initial Member or “Board of Managers”). The Members may hereby designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of ManagersManagers as the managers (within the meaning of the Delaware Act) of the Company, with exclusive rights and responsibilities to direct the business of the Company. By signing this Agreement The Board of Managers shall have the power to do any and all acts necessary or signing an investor application convenient to or certification in connection with the purchase of Units, a Member admitted on the Closing Date shall be deemed to have voted for the election of each furtherance of the Managers so designatedpurposes described herein, including all powers, statutory or otherwise, possessed by managers under the laws of the State of Delaware. After Without limitation to the Closing Dateforegoing, the Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers shall have the authority to fix the Board by Members, designate any person who shall agree to be bound by all compensation of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers shall be fixed from time to time by the BoardManagers. (b) Each Manager The Board of Managers shall serve on the Board for the duration consist of the term of the Fundfive (5) members (each, unless his or her status as a Manager “Manager”). The initial Managers shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Initial Members. The So long as at least six million (6,000,000) Preferred Units (as adjusted for Recapitalizations) remain outstanding, the holders of Preferred Units, voting as a separate class, shall be entitled to elect five (5) members of the Board may call a of Managers at each meeting or pursuant to each consent of the Members (the “Preferred Managers”). Any members of the Board of Managers not elected pursuant to fill any vacancy in the position of Manager, and immediately preceding sentence shall do so within 60 days after any date on which Managers who were be elected by the Members cease to constitute holders of Common Units and Preferred Units, voting together as a single class. A Manager may be removed by the holders of a majority of the Units then entitled to vote at an election of Managers that are then serving entitled to elect such Manager; provided, however, that notwithstanding the foregoing, a Preferred Manager shall be removed in accordance with the terms of the Voting Agreement. If a vacancy on the Board. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number Board of Managers is not to be filled by the Board of Managers, only Managers elected within 60 days after by the date on which same class or classes of Members as those who would be entitled to vote to fill such vacancy shall vote to fill such vacancy; provided, however, that notwithstanding the last foregoing, a Preferred Manager ceased to act in that capacity, then the Fund vacancy shall be dissolved pursuant to Section 6.1 hereof and filled in accordance with the assets terms of the Fund Voting Agreement. A Manager shall be liquidated and distributed pursuant to Section 6.2 hereofhold office until his or her successor is designated or until his or her earlier death, resignation or removal.

Board of Managers. (ai) Prior Subject to the Closing DateSection 4.2(b), the initial Member or Members may designate such persons who shall agree to be bound by all Major Decisions of the terms Company shall be made in accordance with Section 4.2(b) by a board of this Agreement to serve managers (the “Board”) consisting of three or four members (as Managers on determined by the Owner Member) (together with any additional Persons hereafter appointed as a member of the Board of Managers. By signing this Agreement or signing an investor application or certification in connection accordance with the purchase of Units, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board may, subject to the provisions of paragraphs this Agreement, for so long as such Person shall be a member of the Board, each a “Manager”); provided that each Manager, other than the Managers named in this Agreement, shall meet the Qualifications Standard. In either case, the Investor Member shall designate two Managers, one of whom shall be designated by RXR Realty and the other by SLG. If the Owner Member elects a three member Board, then the Owner Member shall appoint one Manager who shall initially be W▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇. If the Owner Member elects a four member Board, then the Owner Member shall appoint two members, who shall initially be W▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and a person who meets the Qualifications Standard. The Managers shall be “managers” within the meaning of the Act (a) it being understood, however, that, except for an express authorization of a Manager to enter into and (b) perform its obligations under any documents on behalf of this the Company pursuant to Section 2.6 2.5, no individual Manager shall have the power or authority to bind the Company). Each Participating Member which has the right to designate a Manager shall have the right to remove, replace or fill a vacancy with respect to its designee; provided such replacement meets the number of and vacancies in Qualifications Standard. If any Manager ceases to meet the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by MembersQualifications Standard, designate any person who he or she shall agree cease to be bound by all of the terms of this Agreement as a Manager. . (ii) The names Board shall meet at the request of either Participating Member at such times and mailing addresses of places as shall be determined by the Managers, provided the Managers shall be set forth in meet as often as necessary to carry out the books and records management functions of the FundBoard. The number presence of managers shall be fixed from time to time by the Board. (b) Each Manager shall serve on the Board for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving holding office, including at least one Manager designated by the Owner Member, shall constitute a quorum for the transaction of business (provided that each Manager is notified of the meeting by written notice no fewer than three (3) Business Days and no more than thirty (30) days prior to the date of the meeting), but if, at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum shall have been obtained. Telephonic participation in any meeting by any Manager shall constitute such Manager’s presence at such meeting for all purposes of this Agreement. (iii) Any action by the Board may be taken without a meeting by written resolution if a copy of such resolution is delivered to each Manager, and shall be effective upon the date on which such resolution is approved in writing by the requisite Managers whose approval thereto would be required to approve such action at a duly convened meeting of the Board. (civ) In Notwithstanding anything contained in this Agreement to the event that no Manager remains to continue the business contrary, (i) so long as a Key Person Event Cure of the Fund, CSFB Alternative Capital shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacityapplicable Key Person Event has not occurred, for the purpose initial 45 days following the occurrence of determining whether to continue such Key Person Event all actions requiring the business consent of the Fund andManager appointed by Owner Member shall instead require the consent of Owner Member and (ii) thereafter, if unless a Key Person Event Cure has previously occurred with respect to such Key Person Event, “Board Approval” shall mean the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to continue the business unanimous approval of the Fund Manager appointed by SLG and the Manager appointed by RXR Realty and shall not require the approval of any Manager appointed by Owner Member, and Investor Member and the Managers appointed by SLG and RXR Realty shall have the exclusive power and authority to propose and execute any Major Decision and any other decision or if action of the required number Company, including, to send a Call Notice without the consent of Managers is not elected within 60 days after the date on which the last Manager ceased to act in Owner Member or its appointed Managers; provided that capacity, then the Fund shall be dissolved any Major Decision pursuant to Section 6.1 hereof clauses (a), (b), (c), (d), (e), (f), (g), (i), (j), (y) and the assets (z) of the Fund definition thereof, and any agreement or commitment, or causing the Company or any Subsidiary thereof to agree or commit, to make any such Major Decision, in each case, shall be liquidated and distributed pursuant continue to Section 6.2 hereofrequire the consent of Owner Member.

Board of Managers. (a) Prior to the Closing Date, the initial Organizational Member or Members may shall designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers. By signing this Agreement or signing an investor application or certification in connection with , subject to the purchase election of Units, a Member admitted on such persons prior to the Closing Date by the Organizational Member. Each such Manager and each other Manager elected or appointed thereafter in accordance with this Agreement shall be deemed to have voted for the election of each be a "manager" of the Company as contemplated by Section 402 of the Delaware Act. The Board of Managers so designatedshall have such powers and duties as provided by this Agreement. After the Closing Date, the Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 3.4 hereof with respect to the election of Managers to the Board by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the FundCompany. The number of managers Managers shall be fixed from time to time by the BoardBoard of Managers. (b) Each Manager shall serve on the Board of Managers for the duration of the term of the FundCompany, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in fill such capacityposition, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board of Managers may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were have been elected by the Members cease to constitute a majority of the Managers then serving on the BoardBoard of Managers. (c) In the event that no Manager remains to continue the business of the FundCompany, CSFB Alternative Capital the Adviser shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund Company and, if the business shall be continued, of electing the required number of Managers to the BoardManagers. If the Members shall determine at such meeting not to continue the business of the Fund Company or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund Company shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund Company shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (a) Prior Each Member hereby agrees to the Closing Date, the initial Member or Members may designate such persons who shall agree to be bound by vote all of the terms Units over which such Member has voting control, and to take all other necessary or desirable actions within their control (whether in their capacity as a Member, Manager or officer of this Agreement the Company or otherwise) in order to serve as Managers on ensure that the size of the Board of Managers shall consist of no more than two (2) Managers and to cause the election as Managers of: (i) One (1) person designated by Main Street (the “Main Street Manager”) for so long as Main Street holds any Units or other Equity Securities of the Company, who initially shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (ii) One (1) person designated by the ▇▇▇▇▇▇ Group, for so long as the ▇▇▇▇▇▇ Group holds any Units of the Company, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇; (iii) Notwithstanding the foregoing, at Main Street’s sole option, Main Street will have the right to designate one (1) person to exercise Board of Managers visitation rights (“Main Street Observer”). The Company shall (A) give the Main Street Observer notice, at the same time as furnished to the Managers, of all meetings of the Board of Managers (or any committee thereof), (B) provide to the Main Street Observer all notices, documents and information furnished to the Managers whether at or in anticipation of a meeting, an action by written consents or otherwise, at the same time as furnished to the Managers, (C) notify the Main Street Observer by telephone of, and permit the Main Street Observer to attend by telephone, emergency meetings of the Board of Managers (and all committees thereof), and (iv) provide the Main Street Observer copies of the minutes of all such meetings at the time such minutes are furnished to the Managers. By signing this Agreement or signing an investor application or certification The Company shall reimburse the Main Street Observer for all reasonable out of pocket expenses incurred in connection with the purchase of Units, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board may, subject to the provisions of paragraphs (a) and (b) of their rights under this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers shall be fixed from time to time by the Board. (b) Each Manager shall serve on the Board for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof9.7(b)(iii). In the event that any representative designated as provided herein for any reason ceases to serve as a member of any vacancy in the position Board of ManagerManagers during his or her term of office, the remaining Managers may appoint an individual parties hereto shall cause the resulting vacancy to serve be filled by a representative designated as provided in such capacity, so long as immediately after such appointment at least two-thirds (2/3this Section 9.7(b) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members respective person or persons entitled to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the Boarddesignate such representative. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (a) Prior to the Closing Date, the initial Member or Members Initial Manager may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers, subject to the election of such persons prior to the Closing Date by the Organizational Member. By signing this Agreement or signing an investor application or certification in connection with the purchase of Unitsan Interest, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 1.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 2.4 hereof with respect to the election of Managers to the Board of Managers by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers Managers shall be fixed from time to time by the BoardBoard of Managers. (b) Each Manager shall serve on the Board of Managers for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 3.2 hereof. In the event of any vacancy in the position of Managermanager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board of Managers may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the BoardBoard of Managers. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital the Adviser shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the BoardBoard of Managers. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 5.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 5.2 hereof.

Board of Managers. (a) Prior to the Closing Date, the initial Member or Members may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers. By signing this Agreement or signing an investor application or certification in connection with the purchase of Units, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers shall be fixed from time to time by the Board. (b) Each Manager shall serve on the Board for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-two- thirds (2/3) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the Board. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital Marwood shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (a) Prior to the Closing Date, the initial Organizational Member or Members may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as the Managers on the Board of Managers, subject to the election of such persons prior to the Closing Date by the Organizational Member. By signing this Agreement or signing an investor application or certification in connection with the purchase signature page of Unitsthe Company’s subscription agreement, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designatedto the Board of Managers. After the Closing Date, the Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 3.4 hereof with respect to the election of Managers to the Board of Managers by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the FundCompany. The number of managers Managers shall be fixed from time to time by the BoardBoard of Managers. (b) Each Manager shall serve on the Board of Managers for the duration of the term of the FundCompany, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board of Managers may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the BoardBoard of Managers. (c) In the event that no Manager remains to continue the business of the FundCompany, CSFB Alternative Capital the Investment Adviser shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund Company and, if the business shall be continued, of electing the required number of Managers to the BoardBoard of Managers. If the Members shall determine at such meeting not to continue the business of the Fund Company or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund Company shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund Company shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (a) The Board shall initially consist of the Initial Managers. Prior to the Closing Date, the initial Member or Members Initial Managers may designate such persons additional individuals who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers. The initial Member shall elect each of the Managers so designated by the Board as of the Closing Date. By signing this Agreement or signing an investor application or certification in connection with the purchase of UnitsAgreement, a Member admitted on the Closing Date each Investor Fund shall be deemed to have voted for the election of each of the Managers so designateddesignated as of the Closing Date. After the Closing Date, the Board may, subject to the provisions of paragraphs (ab) and (bc) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any person Person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The After the Closing Date, the number of managers Managers shall be fixed from time to time by the Board. (b) Each Manager shall serve on the Board for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the Board. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital WFAAM shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (ai) Prior to the Closing DateExcept as provided in Section 7(c) below, the initial Member or Members may designate such persons who shall agree to be bound by all overall management and control of the terms Joint Venture shall be vested in a Board of this Agreement Managers. The Board of Managers shall be responsible for making all policy decisions of the Joint Venture, including (but not limited to) borrowing money, purchasing assets, and making other capital investments on behalf of the Joint Venture, negotiating and entering into contracts or agreements on behalf of the Joint Venture, selling or leasing assets of the Joint Venture, establishing the fiscal policies of the Joint Venture, establishing the overall business plan and systems of operation of the Joint Venture, hiring and terminating any and all employees of the Joint Venture and establishing and reviewing the salaries of any and all employees of the Joint Venture. (ii) Unless increased by the unanimous vote of the Venturers, the Board of Managers shall consist of two (2) individuals. HNEF shall have the right to serve as Managers on appoint one (1) member of the Board of Managers, and FI shall have the right to appoint one (1) member to the Board of Managers. By signing this Agreement BARLTD shall not have the right to appoint a member of the Board of Managers. Each member of the Board of Managers shall serve at the pleasure of the Venturer by which he was appointed, and each Venturer may fill vacancies caused by the death, resignation or signing an investor application or certification in connection with removal of a member appointed by that Venturer. The initial members of the purchase Board of Units, a Member admitted on the Closing Date Managers shall be deemed to have voted for the election of each David Mason (representing HNEF) and Fitch (repre▇▇▇▇▇▇▇ ▇▇). (iii) Except as otherwise set forth herein, actions of the Board of Managers so designatedshall be taken only by majority vote of its members or the written consent of a majority of its members. After Each member of the Closing DateBoard of Managers shall be entitled to one (1) vote. (iv) The Board of Managers is granted the right, power and authority, on behalf of the Joint Venture, to perform all acts which, in the Board of Managers' sole discretion, are necessary and/or desirable to carry out the duties and responsibilities of operating and managing the Joint Venture and its business. The Board of Managers shall have (but shall not be limited to) the right, power and authority to incur reasonable expenses; to employ and dismiss from employment any and all employees, agents, or independent contractors; to lease property, to borrow money or to incur indebtedness at a price, rental, or amount, for cash, securities or other property, and upon such terms as the Board of Managers deems proper; to adjust, compromise, settle or refer to arbitration any claim against or in favor of the Joint Venture or any nominee; to institute, prosecute, defend or settle any legal proceeding relating to the business or property of the Joint Venture; to delegate all or any portion of its powers as set forth in Subsection 7(a)(v) below and to execute, acknowledge and deliver any and all instruments to effect any and all of the foregoing. (v) In its sole discretion, the Board mayof Managers may designate one or more of its members or one or more employees or agents of the Joint Venture to manage the day-to-day operations of the Joint Venture; provided, however, such member(s), employee(s) or agent(s) shall at all times be subject to the provisions supervision and control of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers shall be fixed from time to time by the BoardManagers. (b) Each Manager shall serve on the Board for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the Board. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (ai) Prior to the Closing DateExcept as provided in Section 7(c) below, the initial Member or Members may designate such persons who shall agree to be bound by all overall management and control of the terms Joint Venture shall be vested in a Board of this Agreement Managers. The Board of Managers shall be responsible for making all policy decisions of the Joint Venture, including (but not limited to) borrowing money, purchasing assets, and making other capital investments on behalf of the Joint Venture, negotiating and entering into contracts or agreements on behalf of the Joint Venture, selling or leasing assets of the Joint Venture, establishing the fiscal policies of the Joint Venture, establishing the overall business plan and systems of operation of the Joint Venture, hiring and terminating any and all employees of the Joint Venture and establishing and reviewing the salaries of any and all employees of the Joint Venture. (ii) Unless increased by the unanimous vote of the Venturers, the Board of Managers shall consist of two (2) individuals. HNEF shall have the right to serve as Managers on appoint one (1) member of the Board of Managers, and FI shall have the right to appoint one (1) member to the Board of Managers. By signing this Agreement BARLTD shall not have the right to appoint a member of the Board of Managers. Each member of the Board of Managers shall serve at the pleasure of the Venturer by which he was appointed, and each Venturer may fill vacancies caused by the death, resignation or signing an investor application or certification in connection with removal of a member appointed by that Venturer. The initial members of the purchase Board of Units, a Member admitted on the Closing Date Managers shall be deemed to have voted for the election of each ▇▇▇▇▇ ▇▇▇▇▇ (representing HNEF) and Fitch (representing FI). (iii) Except as otherwise set forth herein, actions of the Board of Managers so designatedshall be taken only by majority vote of its members or the written consent of a majority of its members. After Each member of the Closing DateBoard of Managers shall be entitled to one (1) vote. (iv) The Board of Managers is granted the right, power and authority, on behalf of the Joint Venture, to perform all acts which, in the Board of Managers' sole discretion, are necessary and/or desirable to carry out the duties and responsibilities of operating and managing the Joint Venture and its business. The Board of Managers shall have (but shall not be limited to) the right, power and authority to incur reasonable expenses; to employ and dismiss from employment any and all employees, agents, or independent contractors; to lease property, to borrow money or to incur indebtedness at a price, rental, or amount, for cash, securities or other property, and upon such terms as the Board of Managers deems proper; to adjust, compromise, settle or refer to arbitration any claim against or in favor of the Joint Venture or any nominee; to institute, prosecute, defend or settle any legal proceeding relating to the business or property of the Joint Venture; to delegate all or any portion of its powers as set forth in Subsection 7(a)(v) below and to execute, acknowledge and deliver any and all instruments to effect any and all of the foregoing. (v) In its sole discretion, the Board mayof Managers may designate one or more of its members or one or more employees or agents of the Joint Venture to manage the day-to-day operations of the Joint Venture; provided, however, such member(s), employee(s) or agent(s) shall at all times be subject to the provisions supervision and control of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers shall be fixed from time to time by the BoardManagers. (b) Each Manager shall serve on the Board for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the Board. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (a) Prior to the Closing Date, the initial Member or Members Initial Manager may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers, subject to the election of such persons prior to the Closing Date by the Organizational Member. By signing this Agreement or signing an investor application or certification in connection with the purchase signature page of Unitsthe Fund's subscription agreement, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designatedthen serving on the Board of Managers. After the Closing Date, the Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 3.4 hereof with respect to the election of Managers to the Board of Managers by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers Managers shall be fixed from time to time by the BoardBoard of Managers but, at the Closing Date, shall not be less than three Managers. At and after the Closing Date, a majority of the Managers shall be Independent Managers. (b) Each Manager shall serve on the Board of Managers for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacityas a Manager, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board of Managers may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the BoardBoard of Managers. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital the Adviser shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the BoardBoard of Managers. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (a) Prior to the Closing Date, the initial Member or Members may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers. By signing this Agreement or signing an investor application or certification in connection with the purchase of Unitsan Interest, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the FundPortfolio Company. The number of managers Managers shall be fixed from time to time by the Board. (b) Each Manager shall serve on the Board for the duration of the term of the FundPortfolio Company, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the Board. (c) In the event that no Manager remains to continue the business of the FundPortfolio Company, CSFB Alternative Capital Glenwood shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund Portfolio Company and, if the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Fund Portfolio Company or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund Portfolio Company shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund Portfolio Company shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (a) Prior to All powers of the Closing DateCompany shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, a board of managers (the "Board of Managers"), unless otherwise provided in the Act, the initial Member Certificate of Formation or Members may designate such persons who this Agreement. The Board of Managers shall, until the first anniversary of this Agreement, be comprised of six members, three of whom shall agree to be bound by all the nominees of CCSI and three of whom shall be the nominees of WGC, thereafter the Board of Managers shall be comprised of four members, two of whom shall be the nominees of CCSI and two of whom shall be the nominees of WGC. One member of the terms Board of this Agreement to serve Managers shall be elected annually as Managers on Chairman and shall be responsible for administering the affairs of the Board of Managers. By signing this Agreement or signing an investor application or certification in connection with The Chairman shall rotate annually between the purchase of Units, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board may, subject to the provisions of paragraphs (a) CCSI and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers shall be fixed from time to time by the BoardWGC representatives. (b) Each Manager shall serve on of the Members holding Units will take such actions as may be necessary and appropriate, including without limitation the voting of the Units held or controlled by such Member, to elect as members of the Board for of Managers: (i) the duration individuals designated in writing by CCSI to WGC; and (ii) the individuals designated in writing by WGC to CCSI. Each of CCSI and WGC will take such actions as may be necessary and appropriate, including without limitation the voting of the term Units held by such Member, to (i) remove as members of the FundBoard of Managers, unless his or her status as a Manager shall be sooner terminated upon written notice from CCSI to WGC, any member of the Board of Managers designated by CCSI pursuant to Section 4.1 or 6.2(b)(i) and (ii) remove as members of the Board of Managers, upon written notice from WGC to CCSI, any member of the Board of Managers designated by WGC pursuant to Section 4.2 hereof6.2(b)(ii). In the event of any a vacancy on the Board of Managers of a member appointed pursuant to Section 6.2(b)(i), CCSI will have the immediate right to designate a successor to fill that vacancy and, in the position event of Managera vacancy on the Board of Managers of a member appointed pursuant to Section 6.2(b)(ii), WGC will have the immediate right to designate a successor to fill that vacancy. In such event, each of CCSI and WGC will immediately take all necessary action, including, without limitation, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) voting of the Managers then serving would have been elected Units held or controlled by the Members. The Board may call a meeting of Members them, to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease cause such designees to constitute a majority of the Managers then serving on the Boardbe elected. (c) In Each member of the Board of Managers shall be elected by the Members and shall serve until a successor is appointed and qualifies. Members of the Board of Managers may resign at any time by giving written notice to the Company and the Board of Managers and such resignation shall be effective at the time such notice is given or, if a later date is provided in the notice, on such later date. Acceptance of such notice by the Members is not required to make the resignation effective. (d) The initial members of the Board of Managers shall be: CCSI designees: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ WGC designees: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (e) Notwithstanding the foregoing provisions of Sections 6.2(a), (b) and (c), in the event that no Manager remains to continue the business of a default by a Member under Section 3.6 as a result of which such Defaulting Member's Percentage Interest in Future Profits and Losses of the FundCompany is reduced to 1%, CSFB Alternative Capital shall promptly call a meeting then thereafter (i) if such Defaulting Member is CCSI all members of the Members, to Board of Managers shall be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business nominated by WGC and (ii) if such Defaulting Member is WGC all members of the Fund and, if the business Board of Managers shall be continued, nominated by CCSI. (f) Each Member hereby agrees that any member of electing the required number Board of Managers may, without violating any fiduciary duty, duty of loyalty or duty of care owed by such member to the Board. If Company or any Member, vote or abstain from the vote on any matter involving one or more of the Members shall determine at such meeting not to continue the business or members of the Fund or if the required number Board of Managers is not elected within 60 days after or a contract or other transaction between the date on Company and any other Person in which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets one or more of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereofMembers or members of the Board of Managers are managers, directors or officers or have a substantial financial interest.

Board of Managers. (a) Prior to the Closing Date, the initial Organizational Member or Members may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as the initial Managers on the Board of Managers, subject to the election of such persons prior to the Closing Date by the Organizational Member. By signing this Agreement or signing an investor application or certification in connection with the purchase signature page of Unitsthe Company’s subscription agreement, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designatedthen serving on the Board of Managers. After the Closing Date, the Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board of Managers by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the FundCompany. The number of managers Managers shall be fixed from time to time by the BoardBoard of Managers but, at the Closing Date, shall not be less than three Managers. At and after the Closing Date, a majority of the Managers shall be Independent Managers. (b) Each Manager shall serve on the Board of Managers for the duration of the term of the FundCompany, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacityas a Manager, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board of Managers may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the BoardBoard of Managers. (c) In the event that no Manager remains to continue the business of the FundCompany, CSFB Alternative Capital the Adviser shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund Company and, if the business shall be continued, of electing the required number of Managers to the BoardBoard of Managers. If the Members shall determine at such meeting not to continue the business of the Fund Company or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund Company shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund Company shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (a) Prior to the Closing Date, the initial Organizational Member or Members may shall designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers, subject to the election of such persons prior to the Closing Date by the Organizational Member. By signing this Agreement or signing an investor application or certification in connection with the purchase of Unitsan Interest, a Member admitted on to the Closing Date Fund shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board of Managers by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers Managers shall be fixed from time to time by the BoardBoard of Managers. (b) Each Manager shall serve on the Board of Managers for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board of Managers may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the BoardBoard of Managers. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital the Organizational Member shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the BoardBoard of Managers. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (a) Prior Subject to the Closing Dateother provisions of this Agreement, the initial Member Board of Managers shall be composed of seven (7) or Members may designate such persons eight (8) managers (each, a “Manager”), consisting of six (6) Managers entitled to vote, one (1) independent Manager not entitled to vote (other than upon or after the occurrence of an Indemnification Default), and for so long as the Chairman holds that position, the Chairman ex-officio, who is not entitled to vote. The Board of Managers shall select a chairperson (the “Chair of the Board”) who shall agree to be bound by all preside over meetings of the terms of this Agreement to serve as Managers on the Board of Managers. By signing this Agreement ; provided, that so long as either TVGN or signing an investor application or certification in connection with Lions Gate owns more than twenty five percent (25%) of the purchase of outstanding Voting Units, a Member admitted on the Closing Date Chair of the Board shall be deemed either a TVGN Manager (or the Chairman, if the TVGN Managers have the right to appoint the Chair of the Board and so elect to appoint the Chairman) or a Lions Gate Manager (or the Chairman, if the Lions Gate Managers have voted the right to appoint the Chair of the Board and so elect to appoint the Chairman)and shall be appointed as follows: (i) for the election of each two year period following the date hereof, the TVGN Managers shall have the sole authority to appoint the Chair of the Managers so designated. After Board, (ii) for the Closing Datetwo year period following the period set forth in clause (i) above, the Lions Gate Managers shall have the sole authority to appoint the Chair of the Board mayand (iii) thereafter, subject the TVGN Managers and the Lions Gate Managers, respectively, shall alternate in the sole authority to appoint the Chair of the Board for each successive two year period. The initial Chair of the Board shall be the Person set forth on Schedule 5.5(a). (b) So long as TVGN owns ***** or more of the outstanding Voting Units, TVGN shall be entitled to appoint (a) three Persons to the provisions Board of paragraphs Managers (aeach, a “TVGN Manager”) and (b) of this Section 2.6 with respect one Person to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers act as an observer to the Board of Managers (the “TVGN Observer”); provided, that the TVGN Observer shall have no right to vote in matters presented to the Board of Managers and provided, further, that to the extent that TVGN transfers any portion of the Voting Units owned by Members, designate any person who shall agree it as of the date hereof pursuant to be bound by all of the terms of this Agreement Agreement, such transferee if such transferee has a Percentage Interest in the Voting Units of ***** or more shall be entitled to appoint such number of Persons to the Board of Managers as is agreed between TVGN and such transferee, but in any case TVGN and such transferee shall be entitled to no more than three such appointees in the aggregate; provided, further, that a Manager. The names and mailing addresses TVGN transferee (other than a Permitted Transferee) shall only be entitled to three appointees if, after giving effect to such transfer, such transferee owns 25.1% or more of the Managers shall be set forth in the books and records of the Fund. The number of managers shall be fixed from time to time by the Board. (b) Each Manager shall serve on the Board for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the Boardoutstanding Voting Units. (c) So long as Lions Gate owns ***** or more of the outstanding Voting Units, Lions Gate shall be entitled to appoint (a) three Persons to the Board of Managers (each, a “Lions Gate Manager”) and (b) one Person to act as an observer to the Board of Managers (the “Lions Gate Observer”); provided, that the Lions Gate Observer shall have no right to vote in matters presented to the Board of Managers and provided, further, that to the extent that Lions Gate transfers any portion of the Voting Units owned by it as of the date hereof pursuant to the terms of this Agreement, such transferee if such transferee has a Percentage Interest in the Voting Units of ***** or more shall be entitled to appoint such number of Persons to the Board of Managers as is agreed between Lions Gate and such transferee, but in any case Lions Gate and such transferee shall be entitled to no more than three such appointees in the aggregate; provided, further, that a Lions Gate transferee (other than a Permitted Transferee) shall only be entitled to three appointees if, after giving effect to such transfer, such transferee owns 25.1% or more of the outstanding Voting Units. (d) So long as TVGN and Lions Gate each owns at least ***** of the outstanding Voting Units, they shall be entitled jointly to appoint one independent Person to the Board of Managers (the “Independent Manager”) mutually acceptable to both parties, who shall not be an employee, officer or Manager of any Member and who shall have experience with television distribution and television programming in the United States. In the event that no TVGN and Lions Gate do not agree on an appointee to serve as the Independent Manager remains to continue after a vacancy occurs on the business Board of Managers as a result of the Fundretirement, CSFB Alternative Capital shall promptly call a meeting removal, resignation or death of the MembersIndependent Manager (or in the case of the initial Independent Manager, to be held within 60 30 days after the date hereof), the position shall remain vacant. The Independent Manager shall be non-voting; provided, that upon or after the occurrence of an Indemnification Default, the Independent Manager shall be entitled to vote on all matters voted on by the Board of Managers, which vote shall be included in the last Manager ceased to act in that capacitydetermination of a Majority Vote, for the purpose of determining whether to continue the business Unanimous Vote or otherwise. So long as TVGN and Lions Gate each owns at least ***** of the Fund outstanding Voting Units each shall be entitled to cause removal of the Independent Manager for any reason or no reason. If at any time either of TVGN or Lions Gate does not have at least ***** or more of the outstanding Voting Units, as promptly as practicable the Independent Manager shall resign and, if following such resignation, the business size of the Board shall be continuedreduced by one (1). (e) Notwithstanding the foregoing, upon or after the occurrence of electing an Indemnification Default, (i) Lions Gate shall not have the required number right to (A) approve or appoint the Independent Manager, (B) fill any vacancy as a result of Managers the retirement, removal, resignation or death of the Independent Manager or (C) remove or cause the removal or resignation of the Independent Manager and (ii) TVGN shall have the sole authority to (X) approve or appoint the BoardIndependent Manager, (Y) fill any vacancy as a result of the retirement, removal, resignation or death of the Independent Manager and (Z) remove or cause the removal or resignation of the Independent Manager. (f) The Chairman shall be a non-voting member of the Board of Managers, ex-officio. If the Members Chairman is no longer Chief Executive Officer, the Chief Executive Officer shall determine at such meeting not be an observer to continue the business of the Fund or if the required number Board of Managers is not elected within 60 days after except as determined by the date Board of Managers and shall have no right to vote on which any matters presented to the last Manager ceased to act Board of Managers for approval. (g) All vacancies in that capacity, then the Fund Board of Managers shall be dissolved pursuant to filled in accordance with Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 5.5 hereof.

Board of Managers. (a) The Board shall initially consist of the Initial Manager. Prior to the Closing Date, the initial Initial Member or Members may designate such persons additional individuals who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers. By signing this Agreement or signing an investor application or certification in connection with Agreement, the purchase of Units, a Member admitted on Taxable Investor Fund and the Closing Date Offshore Feeder Fund shall be deemed to have voted for the election of each of the Managers so designateddesignated as of the Closing Date. After the Closing Date, the Board may, subject to the provisions of paragraphs (ab) and (bc) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any person Person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The After the Closing Date, the number of managers Managers shall be fixed from time to time by the Board. (b) Each Manager shall serve on the Board for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the Board. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital WFAAM shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (a) Prior to the Closing Date, the initial Organizational Member or Members may shall designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers. By signing this Agreement or signing an investor application or certification in connection with , subject to the purchase election of Units, a Member admitted on such persons prior to the Closing Date by the Organizational Member. Each such Manager and each other Manager elected or appointed thereafter in accordance with this Agreement shall be deemed to have voted for the election of each be a "manager" of the Company as contemplated by Section 402 of the Delaware Act. The Board of Managers so designatedshall have such powers and duties as provided by this Agreement. After the Closing Date, the Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 3.4 hereof with respect to the election of Managers to the Board by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the FundCompany. The number of managers Managers shall be fixed from time to time by the BoardBoard of Managers. (b) Each Manager shall serve on the Board of Managers for the duration of the term of the FundCompany, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in fill such capacityposition, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board of Managers may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were have been elected by the Members cease to constitute a majority of the Managers then serving on the BoardBoard of Managers. (c) In the event that no Manager remains to continue the business of the FundCompany, CSFB Alternative Capital the Management Services Provider shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund Company and, if the business shall be continued, of electing the required number of Managers to the BoardManagers. If the Members shall determine at such meeting not to continue the business of the Fund Company or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund Company shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund Company shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (ai) Prior to The Fund’s board of managers (the Closing Date“Board of Managers” or the “Board”) will be composed of five (5) managers (each, a “Manager”), unless increased or decreased by a majority of the initial Member or Members Managers. Managers need not be Members. The Board may designate such persons a Chair of the Board (the “Chair of the Board”), who shall agree to be bound by all preside over the meetings of the terms Board of Managers and meetings of the Members, lead the Board of Managers in fulfilling its responsibilities as set forth in this Agreement Agreement, and determine the agenda and perform all other duties and exercise all other powers which are or from time to serve as Managers on time may be delegated to him or her by the Board of Managers. By signing this Agreement or signing an investor application or certification in connection with The Board may permit a third-party observer, including a representative of a Member, to attend a Board of Managers meeting. In the purchase absence of Unitsthe Chair of the Board, a Member admitted on meetings of the Closing Date Board of Managers and meetings of the Members shall be deemed to have voted for presided over by the election of each Chief Executive Officer of the Managers so designated. After Fund (the Closing Date“Chief Executive Officer”) to the extent he or she is a Manager, or in the absence of the Chair of the Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager Managers and the provisions of Section 3.3 hereof with respect to Chief Executive Officer, by such other person as the election Board of Managers to may designate or the Managers present may select. (ii) Regular meetings of the Board by Members, designate any person who shall agree to may be bound by all of the terms of this Agreement held at such places and times as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers shall be fixed determined from time to time by the Board. Special meetings of the Board may be called by the Chief Executive Officer or a majority of the entire Board of Managers. Notice thereof stating the place, date and hour of the meeting shall be given to each Manager either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, facsimile or e-mail on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate under the circumstances. Notice of any special meeting of the Board of Managers shall be delivered personally or by telephone, electronic mail, facsimile transmission, U.S. mail or courier to each Manager at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by U.S. mail shall be given at least three (3) days prior to the meeting. Notice by courier shall be given at least two (2) days prior to the meeting. Telephone notice shall be deemed to be given when the Manager or his or her agent is personally given such notice in a telephone call to which the Manager or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Fund by the Manager. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Fund by the Manager and receipt of a completed answer-back indicating receipt. Notice by U.S. mail shall be deemed to be given when deposited in the U.S. mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Managers need be stated in the notice, unless specifically required by statute or this Agreement. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. (biii) Each Manager A majority of the total number of Managers shall serve on constitute a quorum for the transaction of business. Except as otherwise provided by law or by this Agreement, an act of the Board for the duration of the term Managers requires a majority vote of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereofall Managers. In the event absence of any vacancy in the position of Managera quorum, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on present thereat may adjourn such meeting to another time and place. Notice of such adjourned meeting need not be given if the Boardtime and place of such adjourned meeting are announced at the meeting so adjourned. (civ) In the event that no Manager remains to continue the business Unless otherwise restricted by this Agreement, any one or more members of the Fund, CSFB Alternative Capital shall promptly call Board or any committee thereof may participate in a meeting of the MembersBoard or such committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting. (v) Unless otherwise restricted by this Agreement, any action required or permitted to be held within 60 days after taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or any committee thereof, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee; provided, however, that this Section 3.4(a)(v) shall not apply to any action of the Board that requires the vote of the Managers to be cast in person at a meeting pursuant to the Investment Company Act. (vi) As of the date of this Agreement, the names of Managers are set forth on SCHEDULE A. Each Manager will hold office until his or her death, resignation, retirement, disqualification or removal. (vii) A majority of the Managers will at all times consist of Managers who are not “interested persons” (as defined in Section 2(a)(19) of the Investment Company Act) (the “Independent Board Members”). (viii) Any Manager may resign at any time by submitting his or her written resignation to the Board of Managers or secretary of the Fund. Such resignation shall take effect at the time of its receipt by the Fund unless another time be fixed in the resignation, in which case it shall become effective at the time so fixed. The acceptance of a resignation shall not be required to make it effective. Any or all of the Managers may be removed by the affirmative vote of a majority of the full Board of Managers or a Majority-In-Interest (as defined below) of the Members. (ix) Except as otherwise provided by applicable law, including the Investment Company Act, any newly created seat on the Board that results from an increase in the number of Managers, and any vacancy occurring in the Board that results from the death, resignation, retirement, disqualification or removal of a Manager or other cause, shall be filled by exclusively by the appointment and affirmative vote of a majority of the remaining Managers in office, although less than a quorum, or by a sole remaining Manager. Any Manager elected to fill a vacancy or newly created seat shall hold office for the remainder of the full term in which the last Manager ceased vacancy occurred and until a successor is duly elected and qualified, or until his or her death, resignation, retirement, disqualification or removal. (x) Subject to act the limitations of Section 17(h) of the Investment Company Act, a member of the Board, or a member of any committee designated by the Board shall, in that capacitythe performance of such person’s duties, for the purpose of determining whether to continue the business be fully protected in relying in good faith upon records of the Fund andand upon such information, if the business shall be continuedopinions, of electing the required number of Managers reports or statements presented to the Board. If the Members shall determine at such meeting not to continue the business Fund by any of the Fund Officers (as defined below) or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacityemployees, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets or committees of the Fund shall be liquidated Board, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and distributed pursuant to Section 6.2 hereofwho has been selected with reasonable care by or on behalf of the Fund.

Board of Managers. In accordance with Section 18-402 of the Act, management of the LLC shall be vested in the board of managers of the Company (a) Prior the “Board of Managers”. The Board of Managers shall consist of not less than three nor more than nine individual (the “Managers”), as determined and to be selected by vote of the Closing DateMember or Members. Unless otherwise provided by vote of the Members, the number of members of the Board of Managers will be three. As of the Effective Time, the initial Member or Managers shall be ______________, _______________ and ____________________.Managers do not have to hold Units in the Company as Members may designate such persons who shall agree to be bound by all of the terms of this Agreement Company in order to serve as a Manager. The Board of Managers on shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by managers of a limited liability company under the laws of the State of Delaware and including all things necessary to carry out the terms and provisions of this Agreement. The Board of Managers has the authority to bind the Company. The Board of Managers shall hold regular meetings not less frequently than once every year at a time and place fixed by the Board of Managers and otherwise shall meet when called by any Manager or the President or Secretary of the Company upon reasonably notice given to all Managers. A quorum for action at a meeting of the Managers shall be a majority of the members of the entire Board of Managers. The vote of a majority of the Managers present at a meeting of the Board of Managers at which a quorum is present shall be the act of the Board of Managers. By signing this Agreement or signing an investor application or certification in connection with the purchase of Units, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the The Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board may also act by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers shall be fixed from time to time by the Board. (b) Each Manager shall serve on the Board for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) unanimous written consent of the Managers then serving would have been elected in office stating the action to be taken, effective when signed by all the Managers then in office unless another effective date is stated therein. Managers may withdraw at any time. Managers may be removed at any time for any reason or no reason upon the written direction of the Members. The Board may call If any Manager is removed or shall have resigned or become unable to serve, then the remaining Managers shall have the power to designate a meeting of Members person to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected such vacancy; vacancies may also be filled by the Members cease to constitute a majority of the Managers then serving on the Board. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital shall promptly call a meeting action of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (a) Prior to the Closing Date, the initial Organizational Member or Members may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as the Managers on the Board of Managers, subject to the election of such persons prior to the Closing Date by the Organizational Member. By signing this Agreement or signing an investor application or certification in connection with the purchase signature page of Unitsthe Master Fund's subscription agreement, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designatedto the Board of Managers. After the Closing Date, the Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 3.4 hereof with respect to the election of Managers to the Board of Managers by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Master Fund. The number of managers Managers shall be fixed from time to time by the BoardBoard of Managers. (b) Each Manager shall serve on the Board of Managers for the duration of the term of the Master Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board of Managers may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the BoardBoard of Managers. (c) In the event that no Manager remains to continue the business of the Master Fund, CSFB Alternative Capital the Adviser shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Master Fund and, if the business shall be continued, of electing the required number of Managers to the BoardBoard of Managers. If the Members shall determine at such meeting not to continue the business of the Master Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Master Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Master Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (a) Prior to the Closing Date, the initial Member or Members Initial Manager may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers, subject to the election of such persons prior to the Closing Date by the Organizational Investor. By signing this Agreement or signing an investor application or certification a subscription agreement in connection with the purchase of Unitsan Interest, a Member an Investor admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 3.4 hereof with respect to the election of Managers to the Board of Managers by MembersInvestors, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers Managers shall be fixed from time to time by the BoardBoard of Managers. (b) Each Manager shall serve on the Board of Managers for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the MembersInvestors. The Board of Managers may call a meeting of Members Investors to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members Investors cease to constitute a majority of the Managers then serving on the BoardBoard of Managers. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital the Adviser shall promptly call a meeting of the MembersInvestors, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the BoardBoard of Managers. If the Members Investors shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (a) Prior to the Closing Date, the initial Organizational Member or Members may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as the initial Managers on the Board of Managers, subject to the election of such persons prior to the Closing Date by the Organizational Member. By signing this Agreement or signing an investor application or certification in connection with the purchase signature page of Unitsthe Company's subscription agreement, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the initial Managers so designatedto the Board of Managers. After the Closing Date, the Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board of Managers by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the FundCompany. The number of managers Managers shall be fixed from time to time by the BoardBoard of Managers but, at the Closing Date, shall not be less than five. (b) Each Manager shall serve on the Board of Managers for the duration of the term of the FundCompany, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board of Managers may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the BoardBoard of Managers. (c) In the event that no Manager remains to continue the business of the FundCompany, CSFB Alternative Capital the Adviser shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund Company and, if the business shall be continued, of electing the required number of Managers to the BoardBoard of Managers. If the Members shall determine at such meeting not to continue the business of the Fund Company or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund Company shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund Company shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (a) Prior to the Closing Date, the initial Member or Members may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers. By signing this Agreement or signing an investor application or certification in connection with the purchase of Units, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the FundTEI. The number of managers Managers shall be fixed from time to time by the Board. (b) Each Manager shall serve on the Board for the duration of the term of the FundTEI, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the Board. (c) In the event that no Manager remains to continue the business of the FundTEI, CSFB Alternative Capital Glenwood shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund TEI and, if the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Fund TEI or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund TEI shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund TEI shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. The board of managers of the Company (athe “Board of Managers”) Prior shall initially be comprised of two (2) managers, one of which shall be nominated by Labopharm USA (the “Labopharm USA Representative”) and one of which shall be nominated by ▇▇▇▇▇▇▇▇ Pharmaceutical (the “▇▇▇▇▇▇▇▇ Pharmaceutical Representative”). In the event of a change in the Proportionate Share of the Members after the date hereof, the Members agree that they shall have proportional board representation rights and the Members agree that they shall increase the total number of members of the Board of Managers (the “Managers” and individually a “Manager”) to the Closing Dateextent required to maintain such proportional representation, the initial number of Managers being rounded to the next whole number for such purposes. The Members further agree that a Member or Members may designate such persons who shall agree holding Units to be bound by which are attached less than ten percent (10%) of the votes attached to all of the terms then issued and outstanding Units shall cease to have any board representation rights hereunder. The Members shall be free, subject to the foregoing, to replace their nominees at any time and from time to time upon thirty (30) days written notice. Any such Party who wishes to replace a Manager may have such Manager replaced and confirmed at any duly convened meeting of this Agreement the Board of Managers at which such replacement Manager is expected to serve attend. In the event that the nominee or any successor nominee of a Party ceases to be a Manager of the Company, then such vacancy shall be filled by a nominee of the Party that originally nominated such Manager. One Manager of the Board of Managers shall act as the Chairman of the Board of Managers on and shall be responsible to chair and preside over all meetings of the Board of Managers. By signing this Agreement The Chairman shall not have any second or signing an investor application or certification in connection with the purchase of Units, a Member admitted on the Closing Date shall be deemed to have voted for the election of each casting vote at meetings of the Managers so designatedBoard of Managers. After the Closing Date, The Chairman of the Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in appointed for a term of office of one (1) year by each Member successively, and the books and records Labopharm USA Representative shall act as Chairman of the FundBoard of Managers for the first (1st) year following the date hereof. The number Members agree that the initial Managers and the initial Chairman of managers the Board of Managers shall be fixed from time to time by the Boardindividuals designated in Schedule 3.1 hereto. (b) Each Manager shall serve on the Board for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the Board. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (a) Prior to the Closing Date, the initial Member or Members may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers. By signing this Agreement or signing an investor application or certification in connection with the purchase of Units, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers Managers shall be fixed from time to time by the Board. (b) Each Manager shall serve on the Board for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the Board. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital Glenwood shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (a) The Board shall initially consist of the Initial Managing Member. Prior to the Closing Date, the initial Initial Managing Member or Members may designate such persons individuals who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers. By signing this Agreement or signing an investor Agreement, a subscription agreement, application or certification in connection with the purchase or acquisition of Unitsan Interest, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designateddesignated as of the Closing Date. After the Closing Date, the Board may, subject to the provisions of paragraphs (ab) and (bc) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any person Person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The After the Closing Date, theThe number of managers Managers shall be fixed from time to time by the Board. (b) Each Manager shall serve on the Board for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the Board. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital ASGI shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

Board of Managers. (a) Prior to the Closing Date, the initial Member or Members Initial Manager may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers, subject to the election of such persons prior to the Closing Date by the Organizational Member. By signing this Agreement or signing an investor application or certification in connection with the purchase of Unitsan Interest, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 1.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 2.3 hereof with respect to the election of Managers to the Board of Managers by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers Managers shall be fixed from time to time by the BoardBoard of Managers. (b) Each Manager shall serve on the Board of Managers for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 3.2 hereof. In the event of any vacancy in the position of Managermanager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board of Managers may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the BoardBoard of Managers. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital the Adviser shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the BoardBoard of Managers. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 5.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 5.2 hereof.

Board of Managers. (a) Prior to the Closing Date, the initial Member or Members may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers. By signing this Agreement or signing an investor application or certification in connection with the purchase of Units, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the FundLexington. The number of managers Managers shall be fixed from time to time by the Board. (b) Each Manager shall serve on the Board for the duration of the term of the FundLexington, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the Board. (c) In the event that no Manager remains to continue the business of the FundLexington, CSFB Alternative Capital Glenwood shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund Lexington and, if the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Fund Lexington or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund Lexington shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund Lexington shall be liquidated and distributed pursuant to Section 6.2 hereof.