Common use of Board of Directors: Powers Clause in Contracts

Board of Directors: Powers. Subject to the terms hereof, the Board of Directors shall have full and complete discretion in the management and control of the affairs of the Fund, shall make all decisions affecting Fund affairs and shall have all of the rights, powers and obligations of a General Partner under the Act and otherwise as provided by law. The Board of Directors shall provide overall guidance and supervision with respect to the operations of the Fund, shall perform all duties imposed on the directors of registered investment companies by the Investment Company Act, and shall monitor the activities of the Appropriate Officers, the General Partner and any administrator to the Fund and distributor of the Fund’s securities. Except as otherwise expressly provided in this Agreement, the Board of Directors is hereby granted the right, power and authority to do on behalf of the Fund all things which, in its sole judgment, are necessary or appropriate to manage the Fund’s affairs and fulfill the purposes of the Fund. Any determination as to what is in the interests of the Fund made by the Directors in good faith shall be conclusive. In construing the provisions of this Agreement, the presumption shall be in the favor of a grant of power to the Directors. The powers of the Directors include, by way of illustration and not by way of limitation, the power and authority from time to time to do the following: (a) invest all or substantially all of the Fund’s assets in the Master Fund; (b) incur all expenses permitted by this Agreement; (c) to the extent that funds are available, cause to be paid all expenses, debts and obligations of the Fund; (d) appoint and dismiss (i) Appropriate Officers to serve as officers of the Fund with such powers and authority as may be provided to such Persons by the Board of Directors or by this Agreement; (e) employ and dismiss from employment such agents, employees, managers, advisers, accountants, attorneys, consultants and other Persons necessary or appropriate to carry out the business and affairs of the Fund, whether or not any such Persons so employed are affiliated persons of any Director, and to pay such compensation to such Persons as is competitive with the compensation paid to unaffiliated Persons in the area for similar services; (f) subject to the indemnification provisions in this Agreement and the provisions concerning the Tax Matters Partner in this Agreement and under applicable law, pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or settle, upon such terms it deems sufficient, any obligation, suit, liability, cause of action or claim, including tax audits, either in favor of or against the Fund; (g) enter into any placement agent agreements and escrow agreements with respect to the sale of Interests; borrow money and issue multiple classes of senior indebtedness or a single class of interests senior to the Interests to the extent permitted by the Investment Company Act and repay, in whole or in part, any such borrowing or indebtedness and repurchase or retire, in whole or in part, any such interests senior to the Interests; and in connection with such loans or senior instruments, to mortgage, pledge, assign or otherwise encumber any or all properties or assets owned by the Fund, including any income therefrom, to secure such borrowing or provide repayment thereof; (h) establish and maintain accounts with financial institutions, including federal or state banks, brokerage firms, trust companies, savings and loan institutions or money market funds; (i) make temporary investments of Fund capital in short-term investments; (j) establish valuation principles and periodically apply such principles to the Fund’s investment portfolio; (k) to the extent permitted by the Investment Company Act, designate and appoint one or more agents for the Fund who shall have such authority as may be conferred upon them by the Board of Directors and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Board of Directors hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Fund; (l) prosecute, protect, defend, or cause to be protected and defended, or abandon, any patents, patent rights, copyrights, trade names, trademarks and service marks, and any applications with respect thereto, that may be held by the Fund; (m) take all reasonable and necessary actions to protect the secrecy of and the proprietary rights with respect to any know-how, trade secrets, secret processes or other proprietary information and to prosecute and defend all rights of the Fund in connection therewith; (n) subject to the other provisions of this Agreement, to enter into, make and perform such contracts, agreements, and other undertakings, and to do such other acts, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Agreement, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings, and transactions with any Limited Partner, Director, Appropriate Officer or General Partner or with any other person, firm, or corporation having any business, financial, or other relationship with any Limited Partner, Director, Appropriate Officer or General Partner, provided, however, such transactions with such Persons and entities (i) shall only be entered into to the extent permitted under the Investment Company Act and (ii) shall be on terms no less favorable to the Fund than are generally afforded to unrelated third parties in comparable transactions; (o) purchase, rent or lease equipment for Fund purposes; (p) purchase and maintain, at the Fund’s expense, liability and other insurance to protect the Fund’s assets from third party claims; and cause the Fund to purchase or bear the cost of any insurance covering any potential liabilities of the Limited Partners, Directors, Appropriate Officers, General Partner or agents of the Fund, or officers, employees, directors, members or partners of the General Partner or any agent of the Fund; (q) cause to be paid any and all taxes, charges and assessments that may be levied, assessed or imposed upon any of the assets of the Fund; (r) make or cause to be made any election on behalf of the Fund under the Code and other tax laws and supervise the preparation and filing of all tax and information returns that the Fund may be required to file; (s) take any action that may be necessary or appropriate for the continuation of the Fund’s valid existence as a limited liability company under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Fund to conduct the business in which it is engaged; (t) admit Limited Partners to the Fund in accordance with Section 7.1 hereof; admit an assignee of a Limited Partner’s Interest to be a Substituted Limited Partner in the Fund, pursuant to and subject to the terms of Section 11.6 hereof, without the consent of any Limited Partner; admit additional Persons as limited partners by creating and issuing Interests or other equity interests from time to time with terms of admission or issuance providing for the creation of different classes, groups or series of limited partnership interests having different rights, powers and duties, which rights, powers and duties may be senior, pari passu or junior to the rights, powers and duties of the Interests, as determined by the Board of Directors without the consent of Limited Partners; (u) value the assets of the Fund from time to time pursuant to and consistent with the policies of the Fund with respect thereto as in effect from time to time; (v) borrow money or otherwise incur indebtedness primarily for working capital needs, such as bridging capital calls (i.e., satisfy the Fund’s capital calls in an effort to reduce the number of capital calls from Limited Partners) subject to the provisions of applicable law, including the Investment Company Act and the Agreement but not for investment leverage purposes; each Limited Partner expressly agrees that any such borrowing may be secured by the assets of the Fund and that its Capital Account may be pledged by the Fund to secure any such borrowing indebtedness; (w) delegate all or any portion of its rights, powers and authority to any committee or subset of the Board of Directors, or to the General Partner, Appropriate Officer or agent of the Fund or of any such Person, subject to the control and supervision of the Directors; and (x) perform all normal business functions, and otherwise operate and manage the business and affairs of the Fund, in accordance with and as limited by this Agreement.

Board of Directors: Powers. Subject to the terms hereof, the Board of Directors shall have full and complete discretion in the management and control of the affairs of the Fund, shall make all decisions affecting Fund affairs and shall have all of the rights, powers and obligations of a General Partner under the Act and otherwise as provided by law. The Board of Directors shall provide overall guidance and supervision with respect to the operations of the Fund, shall perform all duties imposed on the directors of registered investment companies by the Investment Company Act, and shall monitor the activities of the Appropriate Officers, the General Partner and any administrator to the Fund and distributor of the Fund’s securities. Except as otherwise expressly provided in this Agreement, the Board of Directors is hereby granted the right, power and authority to do on behalf of the Fund all things which, in its sole judgment, are necessary or appropriate to manage the Fund’s affairs and fulfill the purposes of the Fund. Any determination as to what is in the interests of the Fund made by the Directors in good faith shall be conclusive. In construing the provisions of this Agreement, the presumption shall be in the favor of a grant of power to the Directors. The powers of the Directors include, by way of illustration and not by way of limitation, the power and authority from time to time to do the following: (a) invest all or substantially all of the Fund’s assets in the Master Fund; (b) incur all expenses permitted by this Agreement; (c) to the extent that funds are available, cause to be paid all expenses, debts and obligations of the Fund; (d) appoint and dismiss (i) Appropriate Officers to serve as officers of the Fund with such powers and authority as may be provided to such Persons by the Board of Directors or by this Agreement; (e) employ and dismiss from employment such agents, employees, managers, advisers, accountants, attorneys, consultants and other Persons necessary or appropriate to carry out the business and affairs of the Fund, whether or not any such Persons so employed are affiliated persons of any Director, and to pay such compensation to such Persons as is competitive with the compensation paid to unaffiliated Persons in the area for similar services; (f) subject to the indemnification provisions in this Agreement and the provisions concerning the Tax Matters Partner in this Agreement and under applicable law, pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or settle, upon such terms it deems sufficient, any obligation, suit, liability, cause of action or claim, including tax audits, either in favor of or against the Fund; (g) enter into any placement agent agreements and escrow agreements with respect to the sale of Interests; borrow money and issue multiple classes of senior indebtedness or a single class of interests senior to the Interests to the extent permitted by the Investment Company Act and repay, in whole or in part, any such borrowing or indebtedness and repurchase or retire, in whole or in part, any such interests senior to the Interests; and in connection with such loans or senior instruments, to mortgage, pledge, assign or otherwise encumber any or all properties or assets owned by the Fund, including any income therefrom, to secure such borrowing or provide repayment thereof; (h) establish and maintain accounts with financial institutions, including federal or state banks, brokerage firms, trust companies, savings and loan institutions or money market funds; (i) make temporary investments of Fund capital in short-term investments; (j) establish valuation principles and periodically apply such principles to the Fund’s investment portfolio; (k) to the extent permitted by the Investment Company Act, designate and appoint one or more agents for the Fund who shall have such authority as may be conferred upon them by the Board of Directors and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Board of Directors hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Fund; (l) prosecute, protect, defend, or cause to be protected and defended, or abandon, any patents, patent rights, copyrights, trade names, trademarks and service marks, and any applications with respect thereto, that may be held by the Fund; (m) take all reasonable and necessary actions to protect the secrecy of and the proprietary rights with respect to any know-how, trade secrets, secret processes or other proprietary information and to prosecute and defend all rights of the Fund in connection therewith; (n) subject to the other provisions of this Agreement, to enter into, make and perform such contracts, agreements, and other undertakings, and to do such other acts, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Agreement, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings, and transactions with any Limited Partner, Director, Appropriate Officer or General Partner or with any other person, firm, or corporation having any business, financial, or other relationship with any Limited Partner, Director, Appropriate Officer or General Partner, provided, however, such transactions with such Persons and entities (i) shall only be entered into to the extent permitted under the Investment Company Act and (ii) shall be on terms no less favorable to the Fund than are generally afforded to unrelated third parties in comparable transactions; (o) purchase, rent or lease equipment for Fund purposes; (p) purchase and maintain, at the Fund’s expense, liability and other insurance to protect the Fund’s assets from third party claims; and cause the Fund to purchase or bear the cost of any insurance covering any potential liabilities of the Limited Partners, Directors, Appropriate Officers, General Partner or agents of the Fund, or officers, employees, directors, members or partners of the General Partner or any agent of the Fund; (q) cause to be paid any and all taxes, charges and assessments that may be levied, assessed or imposed upon any of the assets of the Fund; (r) make or cause to be made any election on behalf of the Fund under the Code and other tax laws and supervise the preparation and filing of all tax and information returns that the Fund may be required to file; (s) take any action that may be necessary or appropriate for the continuation of the Fund’s valid existence as a limited liability company partnership under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Fund to conduct the business in which it is engaged; (t) admit Limited Partners to the Fund in accordance with Section 7.1 hereof; admit an assignee of a Limited Partner’s Interest to be a Substituted Limited Partner in the Fund, pursuant to and subject to the terms of Section 11.6 hereof, without the consent of any Limited Partner; admit additional Persons as limited partners by creating and issuing Interests or other equity interests from time to time with terms of admission or issuance providing for the creation of different classes, groups or series of limited partnership interests having different rights, powers and duties, which rights, powers and duties may be senior, pari passu or junior to the rights, powers and duties of the Interests, as determined by the Board of Directors without the consent of Limited PartnersPartners and as permitted under the Act; (u) value the assets of the Fund from time to time pursuant to and consistent with the policies of the Fund with respect thereto as in effect from time to time; (v) borrow money or otherwise incur indebtedness primarily for working capital needs, such as bridging capital calls (i.e., satisfy the Fund’s capital calls in an effort to reduce the number of capital calls from Limited Partners) subject to the provisions of applicable law, including the Investment Company Act and the Agreement but not for investment leverage purposes; each Limited Partner expressly agrees that any such borrowing may be secured by the assets of the Fund and that its including the Capital Account may be pledged by Commitments of the Fund to secure any such borrowing indebtednessLimited Partners; (w) delegate all or any portion of its rights, powers and authority to any committee or subset of the Board of Directors, or to the General Partner, Appropriate Officer or agent of the Fund or of any such Person, subject to the control and supervision of the Directors; and (x) perform all normal business functions, and otherwise operate and manage the business and affairs of the Fund, in accordance with and as limited by this Agreement.

Board of Directors: Powers. Subject to the terms hereof, the Board of Directors shall have full and complete discretion in the management and control of the business and affairs of the Fund, shall make all decisions affecting Fund affairs and shall have all of the rights, powers and obligations of a General Partner manager of a limited liability company under the Act and otherwise as provided by law. The Board of Directors shall provide overall guidance and supervision with respect to the operations of the Fund, shall perform all duties imposed on the directors of registered investment companies by the Investment Company Act, and shall monitor the activities of the Appropriate Officers, Officers and the General Partner and any administrator to the Fund and distributor of the Fund’s securities. Except as otherwise expressly provided in this Agreement, the Board of Directors is hereby granted the right, power and authority to do on behalf of the Fund all things which, in its sole judgment, are necessary or appropriate to manage the Fund’s affairs and fulfill the purposes of the Fund. Any determination as to what is in the interests of the Fund made by the Board of Directors in good faith shall be conclusive. In construing the provisions of this Agreement, the presumption shall be in the favor of a grant of power to the Board of Directors. The powers of the Board of Directors include, by way of illustration and not by way of limitation, the power and authority from time to time to do the following:following (including on behalf of the Fund, if applicable): (a) invest all or substantially all of the Fund’s assets in the Master Fundassets; (b) incur all expenses permitted by this Agreement; (c) to the extent that funds are available, cause to be paid all expenses, debts and obligations of the Fund; (d) appoint and dismiss (i) Appropriate Officers persons to serve as officers Officers of the Fund and (ii) and the Adviser to serve as the investment adviser, in each case with such powers and authority as may be provided to such Persons by the Board of Directors or by this Agreement; (e) employ and dismiss from employment such agents, employees, managersdirectors, advisers, accountants, attorneys, consultants and other Persons necessary or appropriate to carry out the business and affairs of the Fund, whether or not any such Persons so employed are affiliated persons of any Director, and to pay such compensation to such Persons as is competitive with the compensation paid to unaffiliated Persons in the area for similar services; (f) subject to the indemnification provisions in this Agreement and the provisions concerning the Tax Matters Partner in this Agreement and under applicable law, pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or settle, upon such terms it deems sufficient, any obligation, suit, liability, cause of action or claim, including tax audits, either in favor of or against the Fund; (g) enter into any placement agent agreements and escrow agreements with respect to the issuance or sale of InterestsShares; borrow money and issue multiple classes of senior indebtedness or a single class of interests senior to the Interests Shares to the extent permitted by the Investment Company Act and repay, in whole or in part, any such borrowing or indebtedness and repurchase or retire, in whole or in part, any such interests senior to the InterestsShares; and in connection with such loans or senior instruments, to mortgage, pledge, assign or otherwise encumber any or all properties or assets owned by the Fund, including any income therefrom, to secure such borrowing or provide repayment thereof; (h) establish and maintain accounts with financial institutions, including federal or state banks, brokerage firms, trust companies, savings and loan institutions or money market funds; (i) make temporary investments of Fund capital in short-term investments; (j) establish valuation principles and periodically apply such principles to the Fund’s investment portfolio; (k) to the extent permitted by the Investment Company Act, designate and appoint one or more agents for the Fund who shall have such authority as may be conferred upon them by the Board of Directors and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Board of Directors hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Fund; (l) prosecute, protect, defend, or cause to be protected and defended, or abandon, any patents, patent rights, copyrights, trade names, trademarks and service marks, and any applications with respect thereto, that may be held by the Fund; (m) take all reasonable and necessary actions to protect the secrecy of and the proprietary rights with respect to any know-how, trade secrets, secret processes or other proprietary information and to prosecute and defend all rights of the Fund in connection therewith; (n) subject to the other provisions of this Agreement, to enter into, make and perform such contracts, agreements, and other undertakings, and to do such other acts, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Agreement, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings, and transactions with any Limited Partner, Director, Appropriate Officer or General Partner or with any other person, firm, or corporation having any business, financial, or other relationship with any Limited Partner, Director, Appropriate Officer or General Partner, provided, however, such transactions with such Persons and entities (i) shall only be entered into to the extent permitted under the Investment Company Act and (ii) shall be on terms no less favorable to the Fund than are generally afforded to unrelated third parties in comparable transactions; (o) purchase, rent or lease equipment for Fund purposes; (p) purchase and maintain, at the Fund’s expense, liability and other insurance to protect the Fund’s assets from third party claims; and cause the Fund to purchase or bear the cost of any insurance covering any potential liabilities of the Limited PartnersMembers, Directors, Appropriate Officers, General Partner Adviser or agents of the Fund, or officers, employees, directors, members or partners of the General Partner Adviser or any agent of the Fund; (q) cause to be paid any and all taxes, charges and assessments that may be levied, assessed or imposed upon any of the assets of the Fund; (r) make or cause to be made any election on behalf of the Fund under the Code and other tax laws and supervise the preparation and filing of all tax and information returns that the Fund may be required to file; (s) take any action that may be necessary or appropriate for the continuation of the Fund’s valid existence as a limited liability company under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners Members or to enable the Fund to conduct the business in which it is engaged; (t) admit Limited Partners Members to the Fund in accordance with Section 7.1 3.1 hereof; admit an assignee of a Limited PartnerMember’s Interest Shares to be a Substituted Limited Partner Member in the Fund, pursuant to and subject to the terms of Section 11.6 10.6 hereof, without the consent of any Limited PartnerMember; admit additional Persons as limited partners Members by creating and issuing Interests Shares or other equity interests from time to time with terms of admission or issuance providing for the creation of different classes, groups or series of limited partnership membership interests having different rights, powers and duties, which rights, powers and duties may be senior, pari passu or junior to the rights, powers and duties of the InterestsShares, as determined by the Board of Directors without the consent of Limited PartnersMembers and as permitted under the Act; (u) value the assets of the Fund from time to time pursuant to and consistent with the policies of the Fund with respect thereto as in effect from time to time; (v) borrow money or otherwise incur indebtedness primarily for working capital needsindebtedness, such as bridging capital calls (i.e., satisfy the Fund’s capital calls in an effort to reduce the number of capital calls from Limited Partners) subject to the provisions of applicable law, including the Investment Company Act and the Agreement but not for investment leverage purposesAgreement; each Limited Partner Member expressly agrees that any such borrowing may be secured by the assets of the Fund and that its Capital Account may be pledged by or any capital commitments to the Fund to secure any such borrowing indebtednessFund; (w) delegate all or any portion of its rights, powers and authority to any committee or subset of the Board of Directors, or to the General Partnerany Adviser, Appropriate Officer or agent of the Fund or of any such Person, subject to the control and supervision of the Board of Directors; and (x) perform all normal business functions, and otherwise operate and manage the business and affairs of the Fund, in accordance with and as limited by this Agreement.

Board of Directors: Powers. Subject to the terms hereof, the Board of Directors shall have full and complete discretion in the management and control of the affairs of the Fund, shall make all decisions affecting Fund affairs and shall have all of the rights, powers and obligations of a General Partner under the Act and otherwise as provided by law. The Board of Directors shall provide overall guidance and supervision with respect to the operations of the Fund, shall perform all duties imposed on the directors of registered investment companies by the Investment Company Act, and shall monitor the activities of the Appropriate Officers, the General Partner and any administrator to the Fund and distributor of the Fund’s securities. Except as otherwise expressly provided in this Agreement, the Board of Directors is hereby granted the right, power and authority to do on behalf of the Fund all things which, in its sole judgment, are necessary or appropriate to manage the Fund’s affairs and fulfill the purposes of the Fund. Any determination as to what is in the interests of the Fund made by the Directors in good faith shall be conclusive. In construing the provisions of this Agreement, the presumption shall be in the favor of a grant of power to the Directors. The powers of the Directors include, by way of illustration and not by way of limitation, the power and authority from time to time to do the following: (a) invest all or substantially all of the Fund’s assets in the Master Fundassets; (b) incur all expenses permitted by this Agreement; (c) to the extent that funds are available, cause to be paid all expenses, debts and obligations of the Fund; (d) appoint and dismiss (i) Appropriate Officers to serve as officers of the Fund with such powers and authority as may be provided to such Persons by the Board of Directors or by this Agreement; (e) employ and dismiss from employment such agents, employees, managers, advisers, accountants, attorneys, consultants and other Persons necessary or appropriate to carry out the business and affairs of the Fund, whether or not any such Persons so employed are affiliated persons of any Director, and to pay such compensation to such Persons as is competitive with the compensation paid to unaffiliated Persons in the area for similar services; (f) subject to the indemnification provisions in this Agreement and the provisions concerning the Tax Matters Partner in this Agreement and under applicable law, pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or settle, upon such terms it deems sufficient, any obligation, suit, liability, cause of action or claim, including tax audits, either in favor of or against the Fund; (g) enter into any placement agent agreements and escrow agreements with respect to the sale of Interests; borrow money and issue multiple classes of senior indebtedness or a single class of interests senior to the Interests to the extent permitted by the Investment Company Act and repay, in whole or in part, any such borrowing or indebtedness and repurchase or retire, in whole or in part, any such interests senior to the Interests; and in connection with such loans or senior instruments, to mortgage, pledge, assign or otherwise encumber any or all properties or assets owned by the Fund, including any income therefrom, to secure such borrowing or provide repayment thereof; (h) establish and maintain accounts with financial institutions, including federal or state banks, brokerage firms, trust companies, savings and loan institutions or money market funds; (i) make temporary investments of Fund capital in short-term investments; (j) establish valuation principles and periodically apply such principles to the Fund’s investment portfolio; (k) to the extent permitted by the Investment Company Act, designate and appoint one or more agents for the Fund who shall have such authority as may be conferred upon them by the Board of Directors and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Board of Directors hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Fund; (l) prosecute, protect, defend, or cause to be protected and defended, or abandon, any patents, patent rights, copyrights, trade names, trademarks and service marks, and any applications with respect thereto, that may be held by the Fund; (m) take all reasonable and necessary actions to protect the secrecy of and the proprietary rights with respect to any know-how, trade secrets, secret processes or other proprietary information and to prosecute and defend all rights of the Fund in connection therewith; (n) subject to the other provisions of this Agreement, to enter into, make and perform such contracts, agreements, and other undertakings, and to do such other acts, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Agreement, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings, and transactions with any Limited Partner, Director, Appropriate Officer or General Partner or with any other person, firm, or corporation having any business, financial, or other relationship with any Limited Partner, Director, Appropriate Officer or General Partner, provided, however, such transactions with such Persons and entities (i) shall only be entered into to the extent permitted under the Investment Company Act and (ii) shall be on terms no less favorable to the Fund than are generally afforded to unrelated third parties in comparable transactions; (o) purchase, rent or lease equipment for Fund purposes; (p) purchase and maintain, at the Fund’s expense, liability and other insurance to protect the Fund’s assets from third party claims; and cause the Fund to purchase or bear the cost of any insurance covering any potential liabilities of the Limited Partners, Directors, Appropriate Officers, General Partner or agents of the Fund, or officers, employees, directors, members or partners of the General Partner or any agent of the Fund; (q) cause to be paid any and all taxes, charges and assessments that may be levied, assessed or imposed upon any of the assets of the Fund; (r) make or cause to be made any election on behalf of the Fund under the Code and other tax laws and supervise the preparation and filing of all tax and information returns that the Fund may be required to file; (s) take any action that may be necessary or appropriate for the continuation of the Fund’s valid existence as a limited liability company under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Fund to conduct the business in which it is engaged; (t) admit Limited Partners to the Fund in accordance with Section 7.1 hereof; admit an assignee of a Limited Partner’s Interest to be a Substituted Limited Partner in the Fund, pursuant to and subject to the terms of Section 11.6 hereof, without the consent of any Limited Partner; admit additional Persons as limited partners by creating and issuing Interests or other equity interests from time to time with terms of admission or issuance providing for the creation of different classes, groups or series of limited partnership interests having different rights, powers and duties, which rights, powers and duties may be senior, pari passu or junior to the rights, powers and duties of the Interests, as determined by the Board of Directors without the consent of Limited Partners; (u) value the assets of the Fund from time to time pursuant to and consistent with the policies of the Fund with respect thereto as in effect from time to time; (v) borrow money or otherwise incur indebtedness primarily for working capital needs, such as bridging capital calls (i.e., satisfy the Fund’s capital calls in an effort to reduce the number of capital calls from Limited Partners) subject to the provisions of applicable law, including the Investment Company Act and the Agreement but not for investment leverage purposes; each Limited Partner expressly agrees that any such borrowing may be secured by the assets of the Fund and that its Capital Account may be pledged by the Fund to secure any such borrowing indebtedness; (w) delegate all or any portion of its rights, powers and authority to any committee or subset of the Board of Directors, or to the General Partner, Appropriate Officer or agent of the Fund or of any such Person, subject to the control and supervision of the Directors; and (x) perform all normal business functions, and otherwise operate and manage the business and affairs of the Fund, in accordance with and as limited by this Agreement.

Board of Directors: Powers. Subject to the terms hereof, the Board of Directors shall have full and complete discretion in the management and control of the affairs of the Fund, shall make all decisions affecting Fund affairs and shall have all of the rights, powers and obligations of a General Partner under the Act and otherwise as provided by law. The Board of Directors shall provide overall guidance and supervision with respect to the operations of the Fund, shall perform all duties imposed on the directors of registered investment companies by the Investment Company Act, and shall monitor the activities of the Appropriate Officers, the General Partner and any administrator to the Fund and distributor of the Fund’s securities. Except as otherwise expressly provided in this Agreement, the Board of Directors is hereby granted the right, power and authority to do on behalf of the Fund all things which, in its sole judgment, are necessary or appropriate to manage the Fund’s affairs and fulfill the purposes of the Fund. Any determination as to what is in the interests of the Fund made by the Directors in good faith shall be conclusive. In construing the provisions of this Agreement, the presumption shall be in the favor of a grant of power to the Directors. The powers of the Directors include, by way of illustration and not by way of limitation, the power and authority from time to time to do the following: (a) invest all or substantially all of the Fund’s assets in the Master Fund; (b) incur all expenses permitted by this Agreement; (c) to the extent that funds are available, cause to be paid all expenses, debts and obligations of the Fund; (d) appoint and dismiss (i) Appropriate Officers to serve as officers of the Fund with such powers and authority as may be provided to such Persons by the Board of Directors or by this Agreement; (e) employ and dismiss from employment such agents, employees, managers, advisers, accountants, attorneys, consultants and other Persons necessary or appropriate to carry out the business and affairs of the Fund, whether or not any such Persons so employed are affiliated persons of any Director, and to pay such compensation to such Persons as is competitive with the compensation paid to unaffiliated Persons in the area for similar services; (f) subject to the indemnification provisions in this Agreement and the provisions concerning the Tax Matters Partner in this Agreement and under applicable law, pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or settle, upon such terms it deems sufficient, any obligation, suit, liability, cause of action or claim, including tax audits, either in favor of or against the Fund; (g) enter into any placement agent agreements and escrow agreements with respect to the sale of Interests; borrow money and issue multiple classes of senior indebtedness or a single class of interests senior to the Interests to the extent permitted by the Investment Company Act and repay, in whole or in part, any such borrowing or indebtedness and repurchase or retire, in whole or in part, any such interests senior to the Interests; and in connection with such loans or senior instruments, to mortgage, pledge, assign or otherwise encumber any or all properties or assets owned by the Fund, including any income therefrom, to secure such borrowing or provide repayment thereof; (h) establish and maintain accounts with financial institutions, including federal or state banks, brokerage firms, trust companies, savings and loan institutions or money market funds; (i) make temporary investments of Fund capital in short-term investments; (j) establish valuation principles and periodically apply such principles to the Fund’s investment portfolio; (k) to the extent permitted by the Investment Company Act, designate and appoint one or more agents for the Fund who shall have such authority as may be conferred upon them by the Board of Directors and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Board of Directors hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Fund; (l) prosecute, protect, defend, or cause to be protected and defended, or abandon, any patents, patent rights, copyrights, trade names, trademarks and service marks, and any applications with respect thereto, that may be held by the Fund; (m) take all reasonable and necessary actions to protect the secrecy of and the proprietary rights with respect to any know-how, trade secrets, secret processes or other proprietary information and to prosecute and defend all rights of the Fund in connection therewith; (n) subject to the other provisions of this Agreement, to enter into, make and perform such contracts, agreements, and other undertakings, and to do such other acts, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Agreement, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings, and transactions with any Limited Partner, Director, Appropriate Officer or General Partner or with any other person, firm, or corporation having any business, financial, or other relationship with any Limited Partner, Director, Appropriate Officer or General Partner, provided, however, such transactions with such Persons and entities (i) shall only be entered into to the extent permitted under the Investment Company Act and (ii) shall be on terms no less favorable to the Fund than are generally afforded to unrelated third parties in comparable transactions; (o) purchase, rent or lease equipment for Fund purposes; (p) purchase and maintain, at the Fund’s expense, liability and other insurance to protect the Fund’s assets from third party claims; and cause the Fund to purchase or bear the cost of any insurance covering any potential liabilities of the Limited Partners, Directors, Appropriate Officers, General Partner or agents of the Fund, or officers, employees, directors, members or partners of the General Partner or any agent of the Fund; (q) cause to be paid any and all taxes, charges and assessments that may be levied, assessed or imposed upon any of the assets of the Fund; (r) make or cause to be made any election on behalf of the Fund under the Code and other tax laws and supervise the preparation and filing of all tax and information returns that the Fund may be required to file; (s) take any action that may be necessary or appropriate for the continuation of the Fund’s valid existence as a limited liability company partnership under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Fund to conduct the business in which it is engaged; (t) admit Limited Partners to the Fund in accordance with Section 7.1 hereof; admit an assignee of a Limited Partner’s Interest to be a Substituted Limited Partner in the Fund, pursuant to and subject to the terms of Section 11.6 hereof, without the consent of any Limited Partner; admit additional Persons as limited partners by creating and issuing Interests or other equity interests from time to time with terms of admission or issuance providing for the creation of different classes, groups or series of limited partnership interests having different rights, powers and duties, which rights, powers and duties may be senior, pari passu or junior to the rights, powers and duties of the Interests, as determined by the Board of Directors without the consent of Limited PartnersPartners and as permitted under the Act; (u) value the assets of the Fund from time to time pursuant to and consistent with the policies of the Fund with respect thereto as in effect from time to time; (v) borrow money or otherwise incur indebtedness primarily for working capital needs, such as bridging capital calls (i.e., satisfy the Fund’s capital calls in an effort to reduce the number of capital calls from Limited Partners) subject to the provisions of applicable law, including the Investment Company Act and the Agreement but not for investment leverage purposes; each Limited Partner expressly agrees that any such borrowing may be secured by the assets of the Fund and that its Fund, including the Capital Account may be pledged by Commitments of the Fund to secure any such borrowing indebtednessLimited Partners; (w) delegate all or any portion of its rights, powers and authority to any committee or subset of the Board of Directors, or to the General Partner, Appropriate Officer or agent of the Fund or of any such Person, subject to the control and supervision of the Directors; and (x) perform all normal business functions, and otherwise operate and manage the business and affairs of the Fund, in accordance with and as limited by this Agreement.