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 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 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 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) 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) 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 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 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) 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 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) 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 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 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. 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. (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.

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. (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 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. 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 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 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. 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 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) 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 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 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 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) 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. (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. (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) 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 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 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 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 Association shall be governed by its Board of Managers (“Board”) comprised of five (5) persons duly appointed or elected as provided herein and in the Closing Date, the initial Member or Members may designate such persons who shall agree to be bound by all Articles of Incorporation and By-Laws 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 BoardAssociation. (b) Each Manager The Board shall administer the Association which includes but is not limited to the enforcement of the Powers of the Board as defined in Article VI herein. All matters requiring action by the Board shall be decided by the majority vote of the Board, except as otherwise provided herein or in the Declaration. (c) Prior to the approval of these By-laws, the initial meeting of the Voting Members has occurred, and a Board consisting of five (5) Lot Owners has been established with the Board appointing a President and a Secretary-Treasurer. The three individuals who received the largest number of votes shall serve on a term of two (2) years until a qualified successor is elected. The two individuals receiving the next largest number of votes shall serve a term of one (1) year until a qualified successor is elected. Thereafter, at each annual meeting thereafter, all board members whose term has expired or for which a vacancy exists shall be elected for terms of two (2) years including the President and Secretary/Treasurer. (d) The President shall preside over both the Board for meetings and the duration meetings of the term Voting Members and shall be the chief executive officer of the Fund, unless his or her status as Board and Association. The Secretary-Treasurer shall keep the minutes and records of the Board and Association and shall perform all the usual functions of a Manager Secretary and Treasurer of an Association. There shall be sooner terminated pursuant no other Officers of the Association unless the Board sees fit to Section 4.1 create additional officers. (e) At any regular or Section 4.2 hereof. In special meeting duly called, any one or more members of the event Board 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 be removed with or without cause by a vote of 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 total undivided Lot Owners in the Gates Creek West Subdivision and a successor may then serving on and there be elected to fill the Boardvacancy (for the unexpired term) thus created. Any such member whose removal has been proposed shall be given an opportunity to be heard at the meeting. (cf) In No Lot Owner will be eligible for a position on the event that no Manager remains Board if his voting rights are suspended pursuant to continue the business section 4.03(b) 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 hereofBy-laws.

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. (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 The Company shall have a board of managers (the “Board of Managers” or the “Board”). The Members hereby designate the Board of Managers 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. The Board of Managers shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by managers under the laws of the State of Delaware. (b) The Board of Managers shall be comprised of four members (each, a “Manager”), two of whom shall be appointed by ▇▇ ▇▇▇▇▇▇▇ (each Manager appointed under this Agreement by ▇▇ ▇▇▇▇▇▇▇, a “GE Manager”) and two of whom shall be appointed by AIRJ (each Manager appointed under this Agreement by AIRJ, an “AIRJ Manager”). (c) The initial Managers are identified on Schedule B. Thereafter, any Manager may be removed at any time with or without cause by the Member that appointed such Manager. A Manager shall hold office until his or her successor is appointed or until his or her earlier death, resignation or removal. If at any time a vacancy is created on the Board of Managers by reason of the incapacity, death, removal or resignation of any Manager, the Member that appointed such Manager shall appoint an individual to fill such vacancy. (d) From time to time, the Board of Managers shall designate a Manager to act as the Chairman of the Board of Managers (the “Chairman”). The initial Chairman was designated by AIRJ as ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ on the Closing Date pursuant to the Closing DateA&R LLC Agreement and remains the Chairman as of the date of this Agreement. The Chairman, in such capacity, shall not have the authority or power to act for or on behalf of the Company, to perform any act that would be binding on the Company or to make any expenditure or incur any obligation on behalf of the Company or authorize any of the foregoing. (e) Any Manager may attend a meeting of the Board of Managers in person, by telephone or by any other electronic communication device. With respect to each item of business properly presented to the Board of Managers at any meeting of the Board of Managers, the presence, in person or by proxy, of the number of Managers required to approve such item shall constitute a quorum; provided that, in the event that the foregoing quorum requirement is not satisfied at a meeting of the Board of Managers called in accordance with this Agreement, the Managers present, in person or by proxy, at such meeting shall have the right to call a second meeting of the Board of Managers (a “Second Meeting”) in accordance with Section 4.01(f) solely with respect to a vote on the items of business presented at the initial Member or Members may designate such persons who shall agree meeting to be bound held five Business Days thereafter at the same time and place; provided further, that, in the event that the foregoing quorum requirement is not satisfied at the Second Meeting, the Managers present, in person or by all proxy, at such meeting shall have the right to call a third meeting of the terms Board of this Agreement Managers (a “Third Meeting”) in accordance with Section 4.01(f) solely with respect to serve as a vote on the items of business presented at the initial meeting to be held five Business Days thereafter at the same time and place, and at such Third Meeting there shall be no quorum requirement with respect to such items of business. A Manager entitled to vote at any meeting of the Board of Managers on may authorize another Person, including another Manager, to act in place of that Manager by proxy. The Board of Managers may act without a meeting, without prior notice and without a vote if consented to, in writing or by electronic transmission, by Managers having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all Managers entitled to vote thereon were present and voted. Written notice of any such action shall be provided to all Managers within two Business Days of such action. (f) The Board of Managers shall meet no less frequently than once during each fiscal quarter at a time and place to be determined by the Board of Managers. By signing this Agreement or signing an investor application or certification in connection with the purchase of UnitsIn addition, 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 any Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate may at 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 MembersBoard of Managers by complying with the procedures set forth in this Section 4.01(f). Written notice of any meeting of the Board of Managers, stating the date, time and location of such meeting, shall be given to all Managers by the Chairman or other Managers calling such meeting at least five Business Days prior to the date of the meeting, unless such notice requirement is waived by each Manager not receiving adequate notice or by the attendance or participation of such Manager in a meeting without objecting, prior thereto or at the commencement thereof, to the lack of adequate notice. The business that may be held within 60 days after conducted at any meeting of the Board of Managers shall be limited to that set forth in such written notice or in any other written notice provided by any Manager to all the other Managers at least five Business Days prior to the date of such meeting proposing business to be conducted thereat. (g) At any meeting of the Board of Managers, any action taken by the Board of Managers shall require the approval of a majority of the Board of Managers then in office. Each Manager (including the Chairman) shall be entitled to one vote. (h) Each of the following actions of the Company or any Subsidiary thereof shall require the approval of the Board of Managers: (i) effecting (x) any distribution by the Company or any Subsidiary thereof to the Members (other than any distribution that is made in accordance with Article VII) or (y) any direct or indirect redemption, repurchase, retirement or other acquisition for value by the Company or any Subsidiary thereof of any Membership Interests or other Equity Interests of the Company; (ii) the issuance of any Equity Interests of the Company or any Subsidiary thereof (other than issuances by a wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of the Company) or admitting any Additional Members; (iii) amending or modifying any of the provisions of this Agreement, or consenting to or taking any act in contravention of this Agreement; (iv) the approval of, and any modifications or amendments to, the Business Plan or any Annual Operating Budget; (v) the appointment or removal of the President or any other officer of the Company; (vi) any capital expenditure, other than capital expenditures reflected in the Business Plan or the Annual Operating Budget then in effect; (vii) the borrowing of money or the incurrence of other indebtedness, the provision of any guarantee or the grant of any Lien on any assets of the Company or any Subsidiary thereof, other than borrowing of money or incurrence of other indebtedness other than pursuant to the Annual Operating Budget; (viii) the entry into, modification, termination or waiver of any agreement or other transaction (each, an “Affiliate Transaction”) between the Company or any of its Affiliates, on the one hand, and a Member, any member of its Group or any of its or their Related Parties (including any such Person’s managers, directors, officers or partner members), on the other hand (such Member, the “Interested Member” and, together with any Related Party thereof who is a party to such Affiliate Transaction, the “Interested Affiliated Persons”; and the other Member, the “Disinterested Member”); (ix) the making of (x) any acquisition (including by merger) of the capital stock or other Equity Interests or assets of any other Person (other than any Subsidiary of the Company) or business, or division thereof or (y) any loans, capital contributions or advances to any Person (other than any Subsidiary of the Company); (x) the sale of any assets of the Company or any Subsidiary thereof other than sales of inventory in the ordinary course of business; (xi) the entry into any joint venture or partnership; (xii) the taking of any action that would give rise to the bankruptcy or insolvency of the Company or any Subsidiary thereof; (xiii) dissolving the Company or any Subsidiary thereof; (xiv) the changing of the accounting policies, procedures, classifications or estimation methodologies of the Company or any Subsidiary thereof from those in effect on the date of this Agreement, in each case, other than to the extent required by GAAP; (xv) effect any (w) license, sub-license, assignment or other agreement with any third party pursuant to which the last Manager ceased Company’s intellectual property would be licensed, assigned, transferred or otherwise made available to act (A) any third party outside of non-exclusive licenses or sub-licenses granted in the ordinary course of business in connection with the Business or (B) without limiting the foregoing, any third party that capacityengages in, or to any third party for the purpose of determining whether engaging in, Carbon Capture, (x) merger, consolidation, reorganization, recapitalization or similar transaction involving the Company or any Subsidiary thereof, (y) transaction in which members of the GE Group and the AIRJ Group cease to continue own, directly or indirectly, in the aggregate at least a majority of the voting power of the Company and a majority of the Membership Interests or (z) Sale of the Company; (xvi) engaging any accountant or legal counsel for the Company or changing or terminating any accountant or legal counsel; (xvii) instituting legal action or proceedings or otherwise bring or prosecute any claim or settle any claim, in each case outside of the ordinary course of business of the Fund Company; (xviii) amending, modifying or terminating the Compliance Policies; (xix) entering into or amending, modifying or terminating any contract or other agreement which is not in the ordinary course of the business, except as contemplated by the Business Plan or the Annual Operating Budget then in effect; (xx) grant any general power of attorney or other unlimited authority to act on behalf or in the name of the Company or any of its Subsidiaries; and (xxi) authorize any of, or commit, resolve or agree to take any of, the foregoing actions. (i) The Members acknowledge and agree that the only Affiliate Transactions that are in effect as of the Closing Date are (i) the Framework Agreement, as to which, with respect to the rights and obligations of GE Vernova and its Affiliates thereunder, AIRJ shall be the Disinterested Member and GE Vernova and its Affiliates shall be the Interested Affiliated Persons, and, if with respect to the business rights and obligations of AIRJ thereunder, GE Vernova shall be continuedthe Disinterested Member and AIRJ and its Affiliates shall be the Interested Affiliated Persons, of electing (ii) the required number of Managers Intellectual Property Agreement, as to which, with respect to the Board. If rights and obligations of GE Vernova and its Affiliates thereunder, AIRJ shall be the Members Disinterested Member and GE Vernova and its Affiliates shall determine at such meeting not be the Interested Affiliated Persons, and, with respect to continue the business rights and obligations of AIRJ thereunder, GE Vernova shall be the Disinterested Member and AIRJ and its Affiliates shall be the Interested Affiliated Persons, and (iii) the Master Services Agreement, as to which, with respect to the rights and obligations of GE Vernova and its Affiliates thereunder, AIRJ shall be the Disinterested Member and GE Vernova and its Affiliates shall be the Interested Affiliated Persons, and, with respect to the rights and obligations of AIRJ thereunder, GE Vernova shall be the Disinterested Member and AIRJ and its Affiliates shall be the Interested Affiliated Persons. (j) Notwithstanding anything in this Agreement to the contrary, in the case of any Affiliate Transaction, all of the Fund or if following determinations and conduct of the required number of Managers is not elected within 60 days after Company and its Subsidiaries with respect to the date on which the last Manager ceased to act in that capacity, then the Fund same shall be dissolved pursuant made by the Disinterested Member, acting directly or through the Managers appointed by it, unilaterally, without the need for the consent or approval of, or consultation with, the Interested Member or the Managers appointed by it: (i) any determinations with regard to Section 6.1 hereof the action the Company (or any of Subsidiary thereof) may take as a consequence of the actions or omissions of the applicable Interested Affiliated Person under or with respect to such Affiliate Transaction, including any determination as to whether such Interested Affiliated Person is in default or breach thereunder and including any determination to withhold or delay performance of any obligations of the Company (or any Subsidiary thereof) thereunder; (ii) if such Interested Affiliated Person is in default or breach under such Affiliate Transaction, the exercise of any right to terminate the same (or cause any applicable Subsidiary of the Company to terminate the same) and the assets exercise or enforcement of any other rights and remedies available to the Company (or any applicable Subsidiary thereof) with respect thereto; (iii) the control of the Fund shall be liquidated defense of any claims against the Company (or any Subsidiary thereof) under any contract or agreement governing such Affiliate Transaction and distributed pursuant to Section 6.2 hereofthe control of any litigation or proceedings brought by or against the Company (or any Subsidiary thereof) in connection with such Affiliate Transaction; or (iv) the exercise of any right or option of the Company (or any Subsidiary thereof) under any contract or agreement governing such Affiliate Transaction.

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.