Common use of Board of Managers Powers Clause in Contracts

Board of Managers Powers. Subject to the terms hereof, the Board of Managers shall have full and complete discretion in the management and control of the affairs of the Company, shall make all decisions affecting Company affairs and shall have all of the rights, powers and obligations of a managing member of a limited liability company under the Act and otherwise as provided by law. The Board of Managers shall provide overall guidance and supervision with respect to the operations of the Company, 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 Management Company, the Special Member and any administrator to the Company and distributor of the Company’s securities. Except as otherwise expressly provided in this Agreement, the Board of Managers is hereby granted the right, power and authority to do on behalf of the Company all things which, in its sole judgment, are necessary or appropriate to manage the Company’s affairs and fulfill the purposes of the Company. Any determination as to what is in the interests of the Company made by the Managers 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 Managers. The powers of the Managers 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 Company’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 Company; (d) appoint and dismiss (i) Appropriate Officers to serve as officers of the Company and (ii) and the Management Company to serve as management company, in each case with such powers and authority as may be provided to such Persons by the Board of Managers 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 Company, whether or not any such Persons so employed are affiliated persons of any Manager, 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 Company; (g) enter into any placement agent agreements and escrow agreements with respect to the sale of Units; borrow money and issue multiple classes of senior indebtedness or a single class of interests senior to the Units 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 Units; 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 Company, 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 Company capital in short-term investments; (j) establish valuation principles and periodically apply such principles to the Company’s investment portfolio; (k) to the extent permitted by the Investment Company Act, designate and appoint one or more agents for the Company who shall have such authority as may be conferred upon them by the Board of Managers and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Board of Managers hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Company; (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 Company; (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 Company 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 Member, Manager, Appropriate Officer, Special Member or Management Company or with any other person, firm, or corporation having any business, financial, or other relationship with any Member, Manager, Appropriate Officer, Special Member or Management Company, 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 Company than are generally afforded to unrelated third parties in comparable transactions; (o) purchase, rent or lease equipment for Company purposes; (p) purchase and maintain, at the Company’s expense, liability and other insurance to protect the Company’s assets from third party claims; and cause the Company to purchase or bear the cost of any insurance covering any potential liabilities of the Members, Managers, Appropriate Officers, Special Member, Management Company or agents of the Company, or officers, employees, directors, members or partners of the Management Company or any agent of the Company; (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 Company; (r) make or cause to be made any election on behalf of the Company under the Code and other tax laws and supervise the preparation and filing of all tax and information returns that the Company may be required to file; (s) take any action that may be necessary or appropriate for the continuation of the Company’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 Members or to enable the Company to conduct the business in which it is engaged; (t) admit Members to the Company in accordance with Section 7.1 hereof; admit an assignee of a Member’s Units to be a Substituted Member in the Company, pursuant to and subject to the terms of Section 11.5 hereof, without the consent of any Member; admit additional Persons as members by creating and issuing Units 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 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 Units, as determined by the Board of Managers without the consent of Members; (u) value the assets of the Company from time to time pursuant to and consistent with the policies of the Company 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 Company’s capital calls in an effort to reduce the number of capital calls from Members) subject to the provisions of applicable law, including the Investment Company Act and the Agreement but not for investment leverage purposes; each Member expressly agrees that any such borrowing may be secured by the assets of the Company and that its Capital Account may be pledged by the Company 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 Managers, or to any Management Company, Special Member, Appropriate Officer or agent of the Company or of any such Person, subject to the control and supervision of the Managers; and (x) perform all normal business functions, and otherwise operate and manage the business and affairs of the Company, in accordance with and as limited by this Agreement.

Board of Managers Powers. Subject to the terms hereof, the Board of Managers shall have full and complete discretion in the management and control of the affairs of the Company, shall make all decisions affecting Company affairs and shall have all of the rights, powers and obligations of a managing member of a limited liability company under the Act and otherwise as provided by law. The Board of Managers shall provide overall guidance and supervision with respect to the operations of the Company, 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 Management CompanyInvestment Adviser, the Special Member and any administrator to the Company and distributor of the Company’s securities. Except as otherwise expressly provided in this Agreement, the Board of Managers is hereby granted the right, power and authority to do on behalf of the Company all things which, in its sole judgment, are necessary or appropriate to manage the Company’s affairs and fulfill the purposes of the Company. Any determination as to what is in the interests of the Company made by the Managers 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 Managers. The powers of the Managers 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 Invest the assets of the Company to such investments as are consistent with the Company’s assets in purpose and employ one or more Investment Advisers to do the Master Fundsame; (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 Company; (d) appoint and dismiss (i) Appropriate Officers such Persons to serve as officers of the Company and (ii“Appropriate Officers”) and Investment Adviser of the Management Company to serve as management company, in each case with such powers and authority as may be provided to such Persons by the Board of Managers 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 Company, whether or not any such Persons so employed are affiliated persons of any Manager, 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 of 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 Company; (g) enter into any placement agent agreements agreements, and escrow agreements agreements, with respect to the sale of Units; borrow money and issue multiple classes of senior indebtedness or a single class of interests senior to the Units 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 Interests senior to the Units; and in connection with such loans or senior instruments, instruments to mortgage, pledge, assign or otherwise encumber any or all properties or assets owned by the Company, 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 Company capital in short-term investments; (j) establish valuation principles and periodically apply such principles to the Company’s investment portfolio; (k) to the extent permitted by the Investment Company Act, designate and appoint one or more agents for the Company who shall have such authority as may be conferred upon them by the Board of Managers and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Board of Managers hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Company; (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 Company; (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 Company 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 Member, Manager, Appropriate Officer, Special Member or Management Company Investment Adviser or with any other person, firm, or corporation having any business, financial, or other relationship with any Member, Manager, Appropriate Officer, Special Member or Management CompanyInvestment Adviser, 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 Company than are generally afforded to unrelated third parties in comparable transactions; (o) purchase, rent or lease equipment for Company purposes; (p) purchase and maintain, at the Company’s expense, liability and other insurance to protect the Company’s assets from third party claims; and cause the Company to purchase or bear the cost of any insurance covering any potential liabilities of the Members, Managers, Appropriate Officers, Special Member, Management Company Investment Adviser or agents of the Company, or officers, employees, directors, members or partners of the Management Company Investment Adviser or any agent of the Company; (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 Company; (r) make or cause to be made any election on behalf of the Company under the Code and other tax laws and supervise the preparation and filing of all tax and information returns that the Company may be required to file; (s) take any action that may be necessary or appropriate for the continuation of the Company’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 Members or to enable the Company to conduct the business in which it is engaged; (t) admit Members to the Company in accordance with Section 7.1 hereof7.1; admit an assignee of a Member’s Units Interest to be a Substituted Member in the Company, pursuant to and subject to the terms of Section 11.5 hereof11.5, without the consent of any Member; admit additional Persons as members by creating and issuing Units 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 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 Units, as determined by the Board of Managers without the consent of Members; (u) value the assets of the Company from time to time pursuant to and consistent with the policies of the Company 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 Company’s capital calls in an effort to reduce the number of capital calls from Members) fund loans and other investments subject to the provisions of applicable law, including the Investment Company Act and the Agreement but not for investment leverage purposesAgreement; each Member expressly agrees that any such borrowing may be secured by the assets of the Company and that its Capital Account may be pledged by the Company 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 Managers, or to any Management CompanyInvestment Adviser, Special Member, Appropriate Officer or agent of the Company or of any such PersonCompany, subject to the control and supervision of the Managers; and (x) perform all normal business functions, and otherwise operate and manage the business and affairs of the Company, in accordance with and as limited by this Agreement.

Board of Managers Powers. Subject (a) Until the hiring of a Chief Executive Officer by the Company in accordance with Section 5.04, and the corresponding increase in the number of Managers from four (4) to five (5), the terms hereof, Company shall not engage in any of the following transactions or series of transactions or any other transaction or series of transactions outside the ordinary course of business of the Company in each case having a value in excess of $25,000 without the affirmative vote of the representative on the Board of Managers shall have full of each of Hilton and complete discretion LodgeNet: (i) any agreement (written or oral) relating to the employment, wages, benefits or other compensation of any Person or Persons; (ii) any long-term (in excess of 30 days) commitment to purchase or spend Company assets or funds; (iii) any agreement (oral or written) or any amendment or termination of any material contract or agreement with any Member, vendor or other third party except for (A) the management Distribution Agreement, (B) the Content Carriage Agreement; and control (C) the Administrative Services Agreement. Without limiting the foregoing, until the Chief Executive Officer of the Company is hired, Hilton and LodgeNet will consult with each other regarding all significant developments, transactions and proposals relating to the Company. (b) Subject to the provisions of this Agreement, including Section 5.03(a), the business and affairs of the CompanyCompany shall be managed by or under the direction of the Board of Managers, shall make all decisions affecting Company affairs and shall have which may exercise all of the rights, powers of the Company that are not otherwise required by this Agreement or the Act to be exercised by the Members. In addition to the powers and obligations of a managing member of a limited liability company under the Act and otherwise as provided authority expressly conferred upon them by law. The Board of Managers shall provide overall guidance and supervision with respect to the operations of the Company, shall perform all duties imposed on the directors of registered investment companies statute or by the Investment Company Act, and shall monitor the activities of the Appropriate Officers, the Management Company, the Special Member and any administrator to the Company and distributor of the Company’s securities. Except as otherwise expressly provided in this Agreement, the Board of Managers is hereby granted the right, power empowered to exercise all such powers and authority to do on behalf of the Company all such acts and things which, in its sole judgment, are necessary as may be exercised or appropriate to manage the Company’s affairs and fulfill the purposes of done by the Company. Any determination as In addition to, and without limiting the foregoing, the Company shall take all actions necessary to what is in cause the interests board of directors or board of managers of each of its Subsidiaries, if any, (or the general partner or managing member of each such Subsidiary) to be comprised of the Company made by the Managers 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 Managers. The powers of the Managers 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 Company’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 Company; (d) appoint and dismiss (i) Appropriate Officers to same Persons who serve as officers Managers of the Company and (ii) and the Management Company to serve as management companythat, in such capacity, each case with such Person shall have the same powers and authority as may be provided with respect to such Persons by the Board of Managers or by this Agreement; (e) employ and dismiss from employment such agents, employees, managers, advisers, accountants, attorneys, consultants and other Persons necessary or appropriate Subsidiary as a Manager is entitled to carry out the business and affairs of the Company, whether or not any such Persons so employed are affiliated persons of any Manager, 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 Company; (g) enter into any placement agent agreements and escrow agreements exercise with respect to the sale of Units; borrow money and issue multiple classes of senior indebtedness or a single class of interests senior Company under this Agreement. Subject to the Units 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 Units; 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 Company, including any income therefrom, to secure such borrowing or provide repayment thereof; (hSection 5.01(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 Company capital in short-term investments; (j) establish valuation principles and periodically apply such principles to the Company’s investment portfolio; (k) to the extent permitted by the Investment Company Act, designate and appoint one or more agents for the Company who shall have such authority as may be conferred upon them by the Board of Managers and who may perform any of the duties of, and exercise any of the powers and authority conferred uponhereof, the Board of Managers hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Company; (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 Company; (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 Company 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 Member, Manager, Appropriate Officer, Special Member or Management Company or with any other person, firm, or corporation having any business, financial, or other relationship with any Member, Manager, Appropriate Officer, Special Member or Management Company, 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 entitled to the Company than are generally afforded to unrelated third parties in comparable transactions; (o) purchase, rent or lease equipment for Company purposes; (p) purchase and maintain, at the Company’s expense, liability and other insurance to protect the Company’s assets from third party claims; and cause the Company to purchase or bear the cost of any insurance covering any potential liabilities of the Members, Managers, Appropriate Officers, Special Member, Management Company or agents of the Company, or officers, employees, directors, members or partners of the Management Company or any agent of the Company; (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 Company; (r) make or cause to be made any election on behalf of the Company under the Code and other tax laws and supervise the preparation and filing of all tax and information returns that the Company may be required to file; (s) take any action that may be necessary or appropriate for the continuation of the Company’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 Members or to enable the Company to conduct the business in which it is engaged; (t) admit Members to the Company in accordance with Section 7.1 hereof; admit an assignee of a Member’s Units to be a Substituted Member in the Company, pursuant to and subject to the terms of Section 11.5 hereof, without the consent of any Member; admit additional Persons as members by creating and issuing Units 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 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 Units, as determined by the Board of Managers without the consent of Members; (u) value the assets of the Company from time to time pursuant to and consistent with the policies of the Company 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 Company’s capital calls in an effort to reduce the number of capital calls from Members) subject to the provisions of applicable law, including the Investment Company Act and the Agreement but not for investment leverage purposes; each Member expressly agrees that any such borrowing may be secured by the assets of the Company and that its Capital Account may be pledged by the Company to secure any such borrowing indebtedness; (w) delegate all or any portion part of its rights, powers and authority as it shall deem appropriate or convenient to any committee or subset of the Board of Managers, or to any Management Company, Special Member, Appropriate Officer or agent such officers of the Company or of any such Personother persons as it shall select in its discretion, subject to the control reservation of authority to approve the major decisions set forth in Section 5.04 and supervision such other matters as shall require its approval under the terms of this Agreement. The management of the Managers; and (x) perform all normal business functions, and otherwise operate and manage the business and affairs day-to-day operations of the CompanyCompany shall be delegated, in accordance with and as limited by this Agreementsubject to Section 5.01(h), to the Officers.

Board of Managers Powers. Subject to the terms hereof, the Board of Managers shall have full and complete discretion in the management and control of the affairs of the Company, shall make all decisions affecting Company affairs and shall have all of the rights, powers powers, and obligations of a managing member of a limited liability company under the Act and otherwise as provided by law. The Board of Managers shall provide overall guidance and supervision with respect to the operations of the Company, shall perform all duties imposed on the directors of registered investment business development companies by the Investment Company Act, and shall monitor the activities of the Appropriate Officers, the Management Company, the Special Member Investment Advisers and any administrator to the Company and distributor of the Company’s 's securities. Except as otherwise expressly provided in this Agreement, the Board of Managers is hereby granted the right, power power, and authority to do on behalf of the Company all things which, in its sole judgment, are necessary or appropriate to manage the Company’s 's affairs and fulfill the purposes of the Company. Any determination as to what is in the interests of the Company made by the Managers 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 Managers. The powers of the Managers 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 the assets of the Company in such investments as are consistent with the Company’s assets in 's purpose and employ one or more Investment Advisers to do the Master Fundsame; (b) incur all expenses permitted by this Agreement; (c) to the extent that funds are available, cause to be paid all expenses, debts debts, and obligations of the Company; (d) appoint and dismiss (i) Appropriate Officers such Persons to serve as officers of the Company and (ii"Appropriate Officers") and the Management Company to serve as management company, in each case with such powers and authority as may be provided to such Persons by the Board of Managers or by this Agreement; (e) employ and dismiss from employment such agents, employees, managers, advisers, accountants, attorneys, consultants consultants, and other Persons necessary or appropriate to carry out the business and affairs of the Company, whether or not any such Persons so employed are affiliated persons of any Manager, 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 lawAgreement, pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend defend, or settle, upon such terms it deems sufficient, any obligation, suit, liability, cause of action action, or claim, including tax audits, either in favor of or against the Company; (g) enter into any placement agent agreements sales, distribution, agency, or dealer agreements, and escrow agreements agreements, with respect to the sale of UnitsUnits and provide for the distribution of such Units by the Company through one or more Persons (which may be affiliated persons of a Manager or Managers), or otherwise; borrow money and issue multiple classes of senior indebtedness or a single class of interests Interests senior to the Units 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 Interests senior to the Units; and in connection with such loans or senior instruments, instruments to mortgage, pledge, assign assign, or otherwise encumber any or all properties or assets owned by the Company, 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 institutions, or money market funds; (i) make temporary investments of Company capital in shortShort-term investmentsTerm Investments; (j) to the extent permitted by the Investment Company Act, form or cause to be formed one or more small business investment companies under the Small Business Investment Fund Act of 1958, as amended; (k) establish valuation principles and periodically apply such principles to the Company’s 's investment portfolio; (kl) to the extent permitted by the Investment Company Act, designate and appoint one or more agents for the Company who shall have such authority as may be conferred upon them by the Board of Managers and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Board of Managers hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Company; (lm) prosecute, protect, defend, or cause to be protected and defended, or abandon, any patents, patent rights, copyrights, trade names, trademarks trademarks, and service marks, and any applications with respect thereto, that may be held by the Company; (mn) 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 processes, or other proprietary information and to prosecute and defend all rights of the Company in connection therewith; (no) subject to the other provisions of this Agreement, to enter into, make 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 Member, Manager, Appropriate Officer, Special Member Officer or Management Company Investment Adviser or with any other person, firm, or corporation having any business, financial, or other relationship with any Member, Manager, Appropriate Officer, Special Member Officer or Management CompanyInvestment Adviser, 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 Company than are generally afforded to unrelated third parties in comparable transactions; (op) purchase, rent rent, or lease equipment for Company purposes; (pq) purchase and maintain, at the Company’s 's expense, liability and other insurance to protect the Company’s 's assets from third party claims; and cause the Company to purchase or bear the cost of any insurance covering any potential liabilities of the Members, Managers, Appropriate Officers, Special Member, Management Company Investment Adviser or agents of the Company, or officers, employees, directors, members or partners of the Management Company Investment Adviser or any agent of the Company as well as the potential liabilities of any Person serving at the request of the Investment Adviser as a director of or adviser to a Portfolio Company; (qr) cause to be paid any and all taxes, charges charges, and assessments that may be levied, assessed or imposed upon any of the assets of the Company; (rs) make or cause caused to be made any election on behalf of the Company under the Code and other tax laws and supervise the preparation and filing of all tax and information returns that the Company may be required to file; (st) take any action that may be necessary or appropriate for the continuation of the Company’s '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 Members or to enable the Company to conduct the business in which it is engaged; (tu) admit Members to the Company in accordance with Section 7.1 hereof7.1; admit an assignee of a Member’s Units 's Interest to be a Substituted Member in the Company, pursuant to and subject to the terms of Section 11.5 hereof9.5, without the consent of any Member; admit additional Persons as members by creating and issuing Units 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 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 Units, as determined by the Board of Managers without the consent of Members; (uv) value the assets of the Company from time to time pursuant to and consistent with the policies of the Company with respect thereto as in effect from time to time; (vw) borrow money or otherwise incur indebtedness primarily for working capital needs, such as bridging capital calls (i.e., satisfy the Company’s capital calls in an effort to reduce the number of capital calls from Members) fund loans and other investments subject to the provisions provision of applicable law, including the Investment Company Act law and the Agreement but not for investment leverage purposesthis Agreement; each Member expressly agrees that any such borrowing may be secured by the assets of the Company and that its Capital Account may be pledged by the Company to secure any such borrowing or indebtedness; (wx) delegate all or any portion of its rights, powers and authority to any committee or subset of the Board of Managers, or to any Management Company, Special MemberInvestment Adviser, Appropriate Officer or agent of the Company or of any such PersonCompany, subject to the control and supervision of the Managers; and (xy) perform all normal business functions, and otherwise operate and manage the business and affairs of the Company, in accordance with and as limited by this Agreement.

Board of Managers Powers. Subject to the terms hereof, the Board of Managers shall have full and complete discretion in the management and control of the affairs of the Company, shall make all decisions affecting Company affairs and shall have all of the rights, powers and obligations of a managing member of a limited liability company under the Act and otherwise as provided by law. The Board of Managers shall provide overall guidance and supervision with respect to the operations of the Company, 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 Management Company, the Special Member Investment Advisers and any administrator to the Company and distributor of the Company’s 's securities. Except as otherwise expressly provided in this Agreement, the Board of Managers is hereby granted the right, power and authority to do on behalf of the Company all things which, in its sole judgment, are necessary or appropriate to manage the Company’s 's affairs and fulfill the purposes of the Company. Any determination as to what is in the interests of the Company made by the Managers 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 Managers. The powers of the Managers 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 the assets of the Company in such investments as are consistent with the Company’s assets in 's purpose and employ one or more Investment Advisers to do the Master Fundsame; (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 Company; (d) appoint and dismiss (i) Appropriate Officers such Persons to serve as officers of the Company and (ii"Appropriate Officers") and the Management Company to serve as management company, in each case with such powers and authority as may be provided to such Persons by the Board of Managers 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 Company, whether or not any such Persons so employed are affiliated persons of any Manager, 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 lawAgreement, 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 Company; (g) enter into any placement agent agreements sales, distribution, agency, or dealer agreements, and escrow agreements agreements, with respect to the sale of UnitsUnits and provide for the distribution of such Units by the Company through one or more Persons (which may be affiliated persons of a Manager or Managers), or otherwise; borrow money and issue multiple classes of senior indebtedness or a single class of interests Interests senior to the Units 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 Interests senior to the Units; and in connection with such loans or senior instruments, instruments to mortgage, pledge, assign or otherwise encumber any or all properties or assets owned by the Company, 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 Company capital in short-term investmentsGovernment Securities; (j) to the extent permitted by the Investment Company Act, form or cause to be formed one or more small business investment companies under the Small Business Investment Fund Act of 1958, as amended; (k) establish valuation principles and periodically apply such principles to the Company’s 's investment portfolio; (kl) to the extent permitted by the Investment Company Act, designate and appoint one or more agents for the Company who shall have such authority as may be conferred upon them by the Board of Managers and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Board of Managers hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Company; (lm) 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 Company; (mn) 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 Company in connection therewith; (no) subject to the other provisions of this Agreement, to enter into, make and perform such contracts, agreements, 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 Member, Manager, Appropriate Officer, Special Member Officer or Management Company Investment Adviser or with any other person, firm, or corporation having any business, financial, or other relationship with any Member, Manager, Appropriate Officer, Special Member Officer or Management CompanyInvestment Adviser, 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 Company than are generally afforded to unrelated third parties in comparable transactions; (op) purchase, rent or lease equipment for Company purposes; (pq) purchase and maintain, at the Company’s 's expense, liability and other insurance to protect the Company’s 's assets from third party claims; and cause the Company to purchase or bear the cost of any insurance covering any potential liabilities of the Members, Managers, Appropriate Officers, Special Member, Management Company Investment Adviser or agents of the Company, or officers, employees, directors, members or partners of the Management Company Investment Adviser or any agent of the CompanyCompany as well as the potential liabilities of any Person serving at the request of the Investment Adviser as a director of or adviser to any company in which the Portfolio makes an investment, other than Government Securities; (qr) 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 Company; (rs) make or cause caused to be made any election on behalf of the Company under the Code and other tax laws and supervise the preparation and filing of all tax and information returns that the Company may be required to file; (st) take any action that may be necessary or appropriate for the continuation of the Company’s '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 Members or to enable the Company to conduct the business in which it is engaged; (tu) admit Members to the Company in accordance with Section 7.1 hereof7.1; admit an assignee of a Member’s Units 's Interest to be a Substituted Member in the Company, pursuant to and subject to the terms of Section 11.5 hereof9.5, without the consent of any Member; admit additional Persons as members by creating and issuing Units 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 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 Units, as determined by the Board of Managers without the consent of Members; (uv) value the assets of the Company from time to time pursuant to and consistent with the policies of the Company with respect thereto as in effect from time to time; (vw) borrow money or otherwise incur indebtedness primarily for working capital needs, such as bridging capital calls (i.e., satisfy the Company’s capital calls in an effort to reduce the number of capital calls from Members) fund loans and other investments subject to the provisions provision of applicable law, including the Investment Company Act law and the Agreement but not for investment leverage purposesthis Agreement; each Member expressly agrees that any such borrowing may be secured by the assets of the Company and that its Capital Account may be pledged by the Company to secure any such borrowing or indebtedness; (wx) delegate all or any portion of its rights, powers and authority to any committee or subset of the Board of Managers, or to any Management Company, Special MemberInvestment Adviser, Appropriate Officer or agent of the Company or of any such PersonCompany, subject to the control and supervision of the Managers; and (xy) perform all normal business functions, and otherwise operate and manage the business and affairs of the Company, in accordance with and as limited by this Agreement.

Board of Managers Powers. Subject to the terms hereof, the Board of Managers shall have full and complete discretion in the management and control of the affairs of the Company, shall make all decisions affecting Company affairs and shall have all of the rights, powers powers, and obligations with respect to the Company as the directors of a managing member of corporation have with respect to a limited liability company corporation under the Act and otherwise as provided by lawDelaware General Corporations Law. The Board of Managers shall provide overall guidance and supervision with respect to the operations of the Company, 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 Management Company, the Special Member Investment Advisor and any administrator to the Company and distributor of the Company’s securities. Except as otherwise expressly provided in this Agreement, the Board of Managers is hereby granted the right, power power, and authority to do on behalf of the Company all things which, in its sole judgment, are necessary or appropriate to manage the Company’s 's affairs and fulfill the purposes of the Company. Any determination as to what is in the interests of the Company made by the Managers in good faith shall be conclusive. In construing the provisions of this the Agreement, the presumption shall be in the favor of a grant of power to the Managers. The powers of the Managers 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 the assets of the Company or cause the assets of the Company to be invested only in such investments as are consistent with the Company’s assets 's purpose as set forth in the Master FundSection 2.4 hereof; (b) incur all expenses permitted by this Agreement; (c) to the extent that funds are available, cause to be paid all expenses, debts debts, and obligations of the Company; (d) appoint and dismiss (i) Appropriate Officers such Persons to serve as officers of the Company and (ii"Appropriate Officers") and the Management Company to serve as management company, in each case with such powers and authority as may be provided to such Persons by the Board of Managers or by this Agreement; (e) employ and dismiss from employment such agents, employees, managers, advisers, accountants, attorneys, consultants consultants, registrars, transfer agents, custodians, paying agents, administrations and other Persons necessary or appropriate to carry out the business and affairs of the Company, whether or not any such Persons so employed are affiliated persons of any Manager, 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 lawAgreement, pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend defend, or settle, upon such terms it deems sufficient, any obligation, suit, liability, cause of action action, or claimclaim (including, including in consultation with the Tax Matters Member in accordance with Section 10.5, tax audits), either in favor of or against the Company; (g) enter into any placement agent agreements and escrow agreements with respect sell Shares pursuant to the sale of Units; borrow money and issue multiple classes of senior indebtedness or a single class of interests senior to the Units 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 Units; 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 Company, including any income therefrom, to secure such borrowing or provide repayment thereofSubscription Agreements; (h) establish and maintain accounts with financial institutions, including federal or state banks, brokerage firms, trust companies, savings and loan institutions or money market fundssell Preferred Interests in an aggregate principal amount of up to US$120,000; (i) make temporary investments of Company capital borrow money in short-term investmentsaccordance with Section 7.9; (j) establish valuation principles and periodically apply such principles to the Company’s 's investment portfolio; (k) to the extent permitted by the Investment Company Act, designate and appoint one or more agents for the Company who shall have such authority as may be conferred upon them by the Board of Managers and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Board of Managers hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Company; (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 Company; (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 Company in connection therewith; (n) subject to the other provisions of this Agreement, to enter into, make 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 Member, Manager, Appropriate Officer, Special Member Officer or Management Company Investment Advisor or with any other person, firm, or corporation having any business, financial, or other relationship with any Member, Manager, Appropriate Officer, Special Member Officer or Management CompanyInvestment Advisor, 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 Company than are generally afforded to unrelated third parties in comparable transactions; (om) purchase, rent rent, or lease equipment for Company purposes; (pn) purchase and maintain, at the Company’s 's expense, liability and other insurance to protect the Company’s 's assets from third party claims; and cause the Company to purchase or bear the cost of any insurance covering any potential liabilities of the Members, Managers, Appropriate Officers, Special Member, Management Company Advisory Member or agents of the Company, or officers, employees, directors, members or partners of the Management Company Investment Advisor or any agent of the Company as well as the potential liabilities of any Person serving at the request of the Investment Advisor as a director of or advisor to the Portfolio Company; (qo) cause to be paid any and all taxes, charges charges, and assessments that may be levied, assessed or imposed upon any of the assets of the Company; (rp) make or cause caused to be made any election on behalf of the Company under the Code and other tax laws and supervise the preparation and filing of all tax and information returns that the Company may be required to filefile provided that such election is consistent with this Agreement; (sq) take any action that may be necessary or appropriate for the continuation of the Company’s '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 Members or to enable the Company to conduct the business in which it is engaged; (tr) to the extent desirable, take any and all actions necessary to ensure that the assets of the Company are not "plan assets" within the meaning of the regulation promulgated by the United States Department of Labor, as set forth in 29 C.F.R. Section 2510.3- 101 (the "Plan Asset Regulation"); (s) admit Members to the Company in accordance with Section 7.1 hereofSections 3.3 and 7.1; admit an assignee of a Member’s Units 's Interest to be a Substituted Member in the Company, pursuant to and subject to the terms of Section 11.5 hereof9.5, without the consent of any Member; admit additional Persons as members by creating and issuing Units 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 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 Units, as determined by the Board of Managers without the consent of Members; (u) value the assets of the Company from time to time pursuant to and consistent with the policies of the Company 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 Company’s capital calls in an effort to reduce the number of capital calls from Members) subject to the provisions of applicable law, including the Investment Company Act and the Agreement but not for investment leverage purposes; each Member expressly agrees that any such borrowing may be secured by the assets of the Company and that its Capital Account may be pledged by the Company to secure any such borrowing indebtedness; (wt) delegate all or any portion of its rights, powers and authority to any committee or subset of the Board of Managers, or to any Management Company, Special Member, Appropriate Officer Officers or agent agents of the Company or of any such PersonCompany, subject to the control and supervision of the Managers; and (xu) perform all normal business functions, and otherwise operate and manage the business and affairs of the Company, in accordance with and as limited by this Agreement.

Board of Managers Powers. Subject (a) Except as otherwise provided in this Agreement (including but not limited to Section 5.4 hereof), all powers to control and manage the terms hereof, Business and affairs of the Company shall be exclusively vested in the Board of Managers and the Board of Managers may exercise all powers of the Company and do all such lawful acts as are not by statute, the Certificate or this Agreement directed or required to be exercised or done by one or more of the Members and in so doing shall have full the right and complete discretion in authority to take all actions which the Board of Managers deems necessary, useful or appropriate for the management and control conduct of the Business, including exercising the following specific rights and powers: (i) Conduct its business and/or its Affiliates’ businesses, carry on their operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States, or in any foreign country which may be necessary or convenient to effect any or all of the purposes for which it is organized; (ii) Acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (iii) Operate, maintain, finance, improve, construct, own, grant operations with respect to, sell, convey, assign, mortgage, and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (iv) Execute, or authorize any officer or officers to execute, any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance, and operation of the Business, or in connection with managing the affairs of the Company, shall make all decisions affecting Company affairs including, executing amendments to this Agreement and shall have all the Certificate in accordance with the terms of the rights, powers and obligations of a managing member of a limited liability company under the Act and otherwise as provided by law. The Board of Managers shall provide overall guidance and supervision with respect to the operations of the Company, 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 Management Company, the Special Member and any administrator to the Company and distributor of the Company’s securities. Except as otherwise expressly provided in this Agreement, both as Managers and, if required, as attorney-in-fact for the Board Members pursuant to any power of Managers is hereby attorney granted by the rightMembers to the Managers; (v) Borrow money and issue evidences of indebtedness necessary, power and authority convenient, or incidental to do on behalf the accomplishment of the Company all things which, in its sole judgment, are necessary or appropriate to manage the Company’s affairs and fulfill the purposes of the Company. Any determination as , and secure the same by mortgage, pledge, or other lien on any Company assets; (vi) Execute, in furtherance of any or all of the purposes of the Company, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx of sale, contract, or other instrument purporting to what is in the interests convey or encumber any or all of the Company made assets; (vii) Prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the assets of the Company and in connection therewith execute any extensions or renewals of encumbrances on any or all of such assets; (viii) Distribute funds to the Members by the Managers way of cash income, return of capital, or otherwise, all in good faith shall be conclusive. In construing accordance with the provisions of this Agreement, the presumption shall be and perform all matters in the favor of a grant of power to the Managers. The powers furtherance of the Managers 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 objectives of the Company’s assets in the Master Fund; (b) incur all expenses permitted by Company or this Agreement; (cix) to the extent that funds are available, cause to be paid all expenses, debts and obligations of the Company; (d) appoint and dismiss (i) Appropriate Officers to serve as officers of the Company and (ii) and the Management Company to serve as management company, in each case with such powers and authority as may be provided to such Persons by the Board of Managers 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 Company, whether or not any such Persons so employed are affiliated persons of any Manager, 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 Company; (g) enter into any placement agent agreements and escrow agreements with respect to the sale of Units; borrow money and issue multiple classes of senior indebtedness or a single class of interests senior to the Units 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 Units; 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 Company, 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 Company capital in short-term investments; (j) establish valuation principles and periodically apply such principles to the Company’s investment portfolio; (k) to the extent permitted by the Investment Company Act, designate and appoint one or more agents for the Company who shall have such authority as may be conferred upon them by the Board of Managers and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Board of Managers hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Company; (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 Company; (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 Company 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 Member, Manager, Appropriate Officer, Special Member or Management Company or with any other person, firm, or corporation having any business, financial, or other relationship with any Member, Manager, Appropriate Officer, Special Member or Management Company, 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 Company than are generally afforded to unrelated third parties in comparable transactions; (o) purchase, rent or lease equipment for Company purposes; (p) purchase and maintain, at the Company’s expense, liability and other insurance to protect the Company’s assets from third party claims; and cause the Company to purchase or bear the cost of any insurance covering any potential liabilities of the Members, Managers, Appropriate Officers, Special Member, Management Company or agents of the Company, or officers, employees, directors, members or partners of the Management Company or any agent of the Company; (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 Company; (r) make or cause to be made any election Contract on behalf of the Company under for the Code employment and other tax laws services of employees and/or independent contractors, such as lawyers and supervise the preparation and filing of all tax and information returns that the Company may be required to fileaccountants; (sx) take Engage in any action that may be kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Company assets and Manager liability) necessary or appropriate for incidental to, or in connection with, the continuation accomplishment of the purposes of the Company’s valid existence , as may be lawfully carried on or performed by a limited liability company under the laws of each state in which the State Company is then formed or qualified; (xi) Take, or refrain from taking, all actions, not expressly prescribed or limited by this Agreement, as may be necessary or appropriate to accomplish the purposes of Delaware the Company; (xii) Institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Company or any Manager in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith; (xiii) Institute or prosecute lawsuits or other judicial or administrative proceedings brought against the Members in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith; provided, however that if one or more Managers believes in good faith that the Company should institute or prosecute a lawsuit or other judicial or administrative proceeding against a Member, the matter shall first be submitted to the Chief Executive Officers of each other jurisdiction in which such existence is necessary to protect the limited liability of the Members for resolution. In the event such Chief Executive Officers are unable to agree upon a resolution within sixty (60) days following such submission, the issue whether or not to enable institute or prosecute such lawsuit or other judicial or administrative proceeding shall be submitted to a vote of the Managers appointed by the Member(s) who is not the subject of the proposed lawsuit or proceeding and shall be approved upon the affirmative vote of a majority of such Managers; (xiv) Employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of any Person, or direct or indirect obligations of the United States or of any government, state, territory, government district or municipality or of any instrumentality of any of them; (xv) Indemnify a Manager or former Manager, and to make any other indemnification that is authorized by this Agreement in accordance with the Act; (xvi) Establish policies and guidelines for the hiring of employees to permit the Company to conduct the business in which it is engaged;act as an operating company with respect to its Business, and adopt appropriate management incentive plans and employee benefit plans; and (txvii) admit Members to Appoint, contract, or remove the Company in accordance with Section 7.1 hereof; admit an assignee external independent accountants responsible for auditing the books and records of a Member’s Units to be a Substituted Member in the Company, pursuant to and subject to opining on the terms of Section 11.5 hereof, without the consent of any Member; admit additional Persons as members by creating and issuing Units 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 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 integrity of the Units, as determined by the Board of Managers without the consent of Members; (u) value the assets of the Company from time to time pursuant to and consistent with the policies of the Company 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 Company’s capital calls in an effort to reduce the number of capital calls from Members) subject to the provisions of applicable law, including the Investment Company Act and the Agreement but not for investment leverage purposes; each Member expressly agrees that any such borrowing may be secured by the assets of the Company and that its Capital Account may be pledged financial statements prepared by the Company 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 Managers, or to any Management Company, Special Member, Appropriate Officer or agent of the Company or of any such Person, subject to the control and supervision of the Managers; and (x) perform all normal business functions, and otherwise operate and manage the business and affairs of the Company, in accordance with and as limited by this Agreementmeet external reporting requirements.

Board of Managers Powers. Subject to the terms hereof, the Board of Managers shall have full and complete discretion in the management and control of the affairs of the Company, shall make all decisions affecting Company affairs and shall have all of the rights, powers and obligations of a managing member of a limited liability company under the Act and otherwise as provided by law. The Board of Managers shall provide overall guidance and supervision with respect to the operations of the Company, shall perform all duties imposed on the directors of registered investment business development companies by the Investment Company Act, and shall monitor the activities of the Appropriate Officers, the Management Company, the Special Member Investment Advisers and any administrator to the Company and distributor of the Company’s 's securities. Except as otherwise expressly provided in this Agreement, the Board of Managers is hereby granted the right, power and authority to do on behalf of the Company all things which, in its sole judgment, are necessary or appropriate to manage the Company’s 's affairs and fulfill the purposes of the Company. Any determination as to what is in the interests of the Company made by the Managers 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 Managers. The powers of the Managers 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 the assets of the Company in such investments as are consistent with the Company’s assets in 's purpose and employ one or more Investment Advisers to do the Master Fundsame; (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 Company; (d) appoint and dismiss (i) Appropriate Officers such Persons to serve as officers of the Company and (ii"Appropriate Officers") and the Management Company to serve as management company, in each case with such powers and authority as may be provided to such Persons by the Board of Managers 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 Company, whether or not any such Persons so employed are affiliated persons of any Manager, 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 lawAgreement, 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 Company; (g) enter into any placement agent agreements sales, distribution, agency, or dealer agreements, and escrow agreements agreements, with respect to the sale of UnitsUnits and provide for the distribution of such Units by the Company through one or more Persons (which may be affiliated persons of a Manager or Managers), or otherwise; borrow money and issue multiple classes of senior indebtedness or a single class of interests Interests senior to the Units 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 Interests senior to the Units; and in connection with such loans or senior instruments, instruments to mortgage, pledge, assign or otherwise encumber any or all properties or assets owned by the Company, 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 Company capital in shortShort-term investmentsTerm Investments; (j) to the extent permitted by the Investment Company Act, form or cause to be formed one or more small business investment companies under the Small Business Investment Fund Act of 1958, as amended; (k) establish valuation principles and periodically apply such principles to the Company’s 's investment portfolio; (kl) to the extent permitted by the Investment Company Act, designate and appoint one or more agents for the Company who shall have such authority as may be conferred upon them by the Board of Managers and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Board of Managers hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Company; (lm) 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 Company; (mn) 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 Company in connection therewith; (no) 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 Member, Manager, Appropriate Officer, Special Member Officer or Management Company Investment Adviser or with any other person, firm, or corporation having any business, financial, or other relationship with any Member, Manager, Appropriate Officer, Special Member Officer or Management CompanyInvestment Adviser, 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 Company than are generally afforded to unrelated third parties in comparable transactions; (op) purchase, rent or lease equipment for Company purposes; (pq) purchase and maintain, at the Company’s 's expense, liability and other insurance to protect the Company’s 's assets from third party claims; and cause the Company to purchase or bear the cost of any insurance covering any potential liabilities of the Members, Managers, Appropriate Officers, Special Member, Management Company Investment Adviser or agents of the Company, or officers, employees, directors, members or partners of the Management Company or any agent of the Company; (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 Company; (r) make or cause to be made any election on behalf of the Company under the Code and other tax laws and supervise the preparation and filing of all tax and information returns that the Company may be required to file; (s) take any action that may be necessary or appropriate for the continuation of the Company’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 Members or to enable the Company to conduct the business in which it is engaged; (t) admit Members to the Company in accordance with Section 7.1 hereof; admit an assignee of a Member’s Units to be a Substituted Member in the Company, pursuant to and subject to the terms of Section 11.5 hereof, without the consent of any Member; admit additional Persons as members by creating and issuing Units 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 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 Units, as determined by the Board of Managers without the consent of Members; (u) value the assets of the Company from time to time pursuant to and consistent with the policies of the Company 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 Company’s capital calls in an effort to reduce the number of capital calls from Members) subject to the provisions of applicable law, including the Investment Company Act and the Agreement but not for investment leverage purposes; each Member expressly agrees that any such borrowing may be secured by the assets of the Company and that its Capital Account may be pledged by the Company 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 Managers, or to any Management Company, Special Member, Appropriate Officer or agent of the Company or of any such Person, subject to the control and supervision of the Managers; and (x) perform all normal business functions, and otherwise operate and manage the business and affairs of the Company, in accordance with and as limited by this Agreement.the

Board of Managers Powers. The Board of Managers shall have the authority on behalf and in the name of the Company to perform all acts necessary and desirable to the objects and purposes of the Company, subject to the restrictions expressly set forth in this Agreement and Section 3.05 of the Class B Preferred Membership Interest Certificates and subject to the rights of the Liquidator to liquidate the Company and take all actions incidental thereto during the period of liquidation. Subject to such restrictions, the terms hereof, authority of the Board of Managers shall have full and complete discretion in the management and control of the affairs of the Companyinclude, shall make all decisions affecting Company affairs and shall have all of the rights, powers and obligations of a managing member of a but not be limited liability company under the Act and otherwise as provided by law. The Board of Managers shall provide overall guidance and supervision with respect to the operations of the Company, 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 Officersto, the Management Company, the Special Member and any administrator to the Company and distributor of the Company’s securities. Except as otherwise expressly provided in this Agreement, the Board of Managers is hereby granted the right, power and authority to do on behalf of the Company all things which, in its sole judgment, are necessary or appropriate to manage the Company’s affairs and fulfill the purposes of the Company. Any determination as to what is in the interests of the Company made by the Managers 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 Managers. The powers of the Managers include, by way of illustration and not by way of limitation, the power and authority from time to time to do the followingto: (a) invest all or substantially all engage in transactions and dealings on behalf of the Company’s assets , including, transactions and dealings with any Company Member or any Affiliate of any Company Member , provided, that, any such transactions and dealings with any Affiliate of a Class A Member shall be on arms' length terms as provided in the Master FundSection 2.07(i) herein; (b) incur all expenses permitted by this Agreementcall meetings of Class A Members or any class thereof; (c) to the extent that funds are available, cause to be paid all expenses, debts and obligations of vote any securities held by the Company; (d) appoint and dismiss (i) Appropriate Officers to serve as officers of the Company and (ii) and the Management Company to serve as management company, in each case with such powers and authority as may be provided to such Persons by the Board of Managers or by this Agreementmake permitted investments; (e) employ and dismiss from employment such agentsmake Distributions, employeesin cash or otherwise, managers, advisers, accountants, attorneys, consultants and other Persons necessary on or appropriate to carry out the business and affairs in respect of the Company, whether or not any such Persons so employed are affiliated persons of any Manager, and to pay such compensation to such Persons as is competitive Class A Membership Interests in accordance with the compensation paid to unaffiliated Persons in provisions of this Agreement and the area for similar servicesDelaware Act; (f) subject to make Distributions in cash on or in respect of the indemnification Class B Preferred Membership Interests in accordance with the provisions in of 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 CompanyDelaware Act; (g) enter into any placement agent agreements appoint (and escrow agreements with respect to the sale dismiss from appointment) attorneys and agents on behalf of Units; borrow money and issue multiple classes of senior indebtedness or a single class of interests senior to the Units 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 Units; 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 Company, including and engage (and dismiss from engagement) any income therefromand all Persons providing legal, to secure such borrowing accounting 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 Company capital in short-term investments; (j) establish valuation principles and periodically apply such principles services to the Company’s investment portfolio; (k) to the extent permitted by the Investment Company Act, designate and appoint one or more agents for the Company who shall have such authority other Persons as may be conferred upon them by the Board of Managers and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Board of Managers hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Company; (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 Company; (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 Company 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 deems necessary or advisable for, or as may be incidental to, desirable for the conduct of the business contemplated by this Agreement, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings, management and transactions with any Member, Manager, Appropriate Officer, Special Member or Management Company or with any other person, firm, or corporation having any business, financial, or other relationship with any Member, Manager, Appropriate Officer, Special Member or Management Company, 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 Company than are generally afforded to unrelated third parties in comparable transactions; (o) purchase, rent or lease equipment for Company purposes; (p) purchase and maintain, at the Company’s expense, liability and other insurance to protect the Company’s assets from third party claims; and cause the Company to purchase or bear the cost of any insurance covering any potential liabilities of the Members, Managers, Appropriate Officers, Special Member, Management Company or agents of the Company, or officers, employees, directors, members or partners of the Management Company or any agent operation of the Company; (qh) cause the Company to be paid any incur and pay all taxes, charges expenses and assessments that may be levied, assessed or imposed upon any of obligations incidental to the assets operation and management of the Company; (ri) make cause the Company to open bank accounts; (j) subject to Article X and the rights of the Liquidator, effect a dissolution of the Company after the occurrence of a Dissolution Event; (k) bring and defend (or cause to be made any election settle) on behalf of the Company under the Code actions and proceedings at law or equity before any court or other Governmental Authority or any arbitrator or otherwise; (l) prepare or cause to be prepared reports, statements and other tax laws and supervise the preparation and filing of all tax and relevant information returns that for distribution to the Company Members as may be required to file; (s) take by this Agreement or the Delaware Act and any action that may be necessary or appropriate for the continuation of the Company’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 Members or to enable the Company to conduct the business in which it is engaged; (t) admit Members to the Company in accordance with Section 7.1 hereof; admit an assignee of a Member’s Units additional information determined to be a Substituted Member in the Company, pursuant to and subject to the terms of Section 11.5 hereof, without the consent of any Member; admit additional Persons as members by creating and issuing Units 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 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 Units, as determined appropriate by the Board of Managers without the consent of Members; (u) value the assets of the Company from time to time pursuant to and consistent with the policies of the Company with respect thereto as in effect from time to time; (vm) borrow money or otherwise incur indebtedness primarily for working capital needs, such as bridging capital calls (i.e., satisfy execute and deliver on behalf of the Company’s capital calls in an effort , this Agreement and any other agreements to reduce which the number of capital calls from Members) subject to the provisions of applicable lawCompany is a party, including the Investment Company Act any certificates, notes and the Agreement but not for investment leverage purposes; each Member expressly agrees that any such borrowing may be secured by the assets of the Company other documents and that its Capital Account may be pledged by the Company to secure any such borrowing indebtednessinstruments related thereto; (wn) delegate all or any portion of its rights, powers prepare and authority to any committee or subset of the Board of Managersfile, or cause to any Management Companybe prepared and filed, Special including by the Tax Matters Member, Appropriate Officer or agent of the Company or of any such Personall necessary tax returns and statements and pay all taxes, subject assessments and other impositions applicable to the control and supervision of the ManagersCompany; and (xo) execute all other documents or instruments, perform all normal business functionsduties, exercise all powers, and otherwise operate do all things for and manage the business and affairs on behalf of the Company, in accordance with and as limited by this AgreementCompany necessary or desirable for or incidental to the foregoing.

Board of Managers Powers. Subject to the terms hereof, the Board of Managers shall have full and complete discretion in the management and control of the affairs of the Company, shall make all decisions affecting Company affairs and shall have all of the rights, powers powers, and obligations of a managing member of a limited liability company under the Act and otherwise as provided by law. The Board of Managers shall provide overall guidance and supervision with respect to the operations of the Company, shall perform all duties imposed on the directors of registered investment business development companies by the Investment Company Act, and shall monitor the activities of the Appropriate Officers, the Management Company, the Special Member Investment Advisers and any administrator to the Company and distributor of the Company’s 's securities. Except as otherwise expressly provided in this Agreement, the Board of Managers is hereby granted the right, power power, and authority to do on behalf of the Company all things which, in its sole judgment, are necessary or appropriate to manage the Company’s 's affairs and fulfill the purposes of the Company. Any determination as to what is in the interests of the Company made by the Managers in good faith shall be conclusiveconclu sive. In construing the provisions of this Agreement, the presumption shall be in the favor of a grant of power to the Managers. The powers of the Managers 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 the assets of the Company in such investments as are consistent with the Company’s assets in 's purpose and employ one or more Investment Advisers to do the Master Fundsame; (b) incur all expenses permitted by this Agreement; (c) to the extent that funds are available, cause to be paid all expenses, debts debts, and obligations of the Company; (d) appoint and dismiss (i) Appropriate Officers such Persons to serve as officers of the Company and (ii"Appropriate Officers") and the Management Company to serve as management company, in each case with such powers and authority as may be provided to such Persons by the Board of Managers or by this Agreement; (e) employ and dismiss from employment such agents, employees, managers, advisers, accountants, attorneys, consultants consultants, and other Persons necessary neces sary or appropriate to carry out the business and affairs of the Company, whether or not any such Persons so employed are affiliated persons of any Manager, 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 lawAgree ment, pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend defend, or settle, upon such terms it deems sufficient, any obligation, suit, liability, cause of action action, or claim, including tax audits, either in favor of or against the Company; (g) enter into any placement agent agreements sales, distribution, agency, or dealer agreements, and escrow agreements agreements, with respect to the sale of UnitsUnits and provide for the distribution of such Units by the Company through one or more Persons (which may be affiliated persons of a Manager or Managers), or otherwise; borrow money and issue multiple classes of senior indebtedness or a single class of interests Interests senior to the Units 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 Interests senior to the Units; and in connection with such loans or senior instruments, instruments to mortgage, pledge, assign assign, or otherwise encumber any or all properties or assets owned by the Company, including any income therefrom, to secure such borrowing or provide repayment thereof; (h) establish and maintain accounts with financial institutionsinstitu tions, including federal or state banks, brokerage firms, trust companies, savings and loan institutions institutions, or money market funds; (i) make temporary investments of Company capital in shortShort-term investmentsTerm Investments; (j) to the extent permitted by the Investment Company Act, form or cause to be formed one or more small business investment companies under the Small Business Investment Fund Act of 1958, as amended; (k) establish valuation principles and periodically apply such principles to the Company’s 's investment portfolio; (kl) to the extent permitted by the Investment Company Act, designate and appoint one or more agents for the Company who shall have such authority as may be conferred upon them by the Board of Managers and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Board of Managers hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Company; (lm) prosecute, protect, defend, or cause to be protected and defended, or abandon, any patents, patent rights, copyrights, trade names, trademarks trade marks, and service marks, and any applications with respect thereto, that may be held by the Company; (mn) 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 processes, or other proprietary information and to prosecute and defend all rights of the Company in connection therewith; (no) subject to the other provisions of this Agreement, to enter into, make 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, agreementsagree ments, undertakings, and transactions with any Member, Manager, Appropriate Officer, Special Member Officer or Management Company Investment Adviser or with any other person, firm, or corporation having any business, financial, or other relationship with any Member, Manager, Appropriate Officer, Special Member Appropri ate Officer or Management CompanyInvestment Adviser, 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 Company than are generally afforded to unrelated third parties in comparable transactions; (op) purchase, rent rent, or lease equipment for Company purposespur poses; (pq) purchase and maintain, at the Company’s 's expense, liability and other insurance to protect the Company’s 's assets from third party claims; and cause the Company to purchase or bear the cost of any insurance covering any potential liabilities of the Members, Managers, Appropriate Officers, Special Member, Management Company Investment Adviser or agents of the Company, or officers, employees, directors, members or partners of the Management Company Investment Adviser or any agent of the Company as well as the potential liabilities of any Person serving at the request of the Investment Adviser as a director of or adviser to a Portfolio Company; (qr) cause to be paid any and all taxes, charges charges, and assessments assess ments that may be levied, assessed or imposed upon any of the assets of the CompanyCom pany; (rs) make or cause caused to be made any election on behalf of the Company under the Code and other tax laws and supervise the preparation and filing of all tax and information returns that the Company may be required to file; (st) take any action that may be necessary or appropriate for the continuation of the Company’s '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 Members or to enable the Company to conduct the business in which it is engaged; (tu) admit Members to the Company in accordance with Section 7.1 hereof7.1; admit an assignee of a Member’s Units 's Interest to be a Substituted Member in the Company, pursuant to and subject to the terms of Section 11.5 hereof9.5, without the consent of any Member; admit additional Persons as members by creating and issuing Units 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 membership member ship 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 Units, as determined by the Board of Managers without the consent of Members; (uv) value the assets of the Company from time to time pursuant to and consistent with the policies of the Company with respect thereto as in effect from time to time; (vw) borrow money or otherwise incur indebtedness primarily for working capital needs, such as bridging capital calls (i.e., satisfy the Company’s capital calls in an effort to reduce the number of capital calls from Members) fund loans and other investments subject to the provisions provision of applicable law, including the Investment Company Act law and the Agreement but not for investment leverage purposesthis Agreement; each Member expressly agrees that any such borrowing may be secured by the assets of the Company and that its Capital Account may be pledged by the Company to secure any such borrowing or indebtedness; (wx) delegate all or any portion of its rights, powers and authority to any committee or subset of the Board of Managers, or to any Management Company, Special MemberInvestment Adviser, Appropriate Officer or agent of the Company or of any such PersonCompany, subject to the control and supervision of the Managers; and (xy) perform all normal business functions, and otherwise operate and manage the business and affairs of the Company, in accordance with and as limited by this Agreement.

Board of Managers Powers. Subject to the terms hereof, the Board of Managers shall have full and complete discretion in the management and control of the affairs of the Company, shall make all decisions affecting Company affairs and shall have all of the rights, powers and obligations of a managing member of a limited liability company under the Act and otherwise as provided by law. The Board of Managers shall provide overall guidance and supervision with respect to the operations of the Company, 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 Management Company, the Special Member and any administrator to the Company and distributor of the Company’s securities. Except as otherwise expressly provided in this Agreement, the Board of Managers is hereby granted the right, power and authority to do on behalf of the Company all things which, in its sole judgment, are necessary or appropriate to manage the Company’s affairs and fulfill the purposes of the Company. Any determination as to what is in the interests of the Company made by the Managers 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 Managers. The powers of the Managers 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 the assets of the Company in such investments as are consistent with the Company’s purpose, including, without limitation, investing all or substantially all of the Company’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 Company; (d) appoint and dismiss (i) Appropriate Officers such Persons to serve as officers of the Company (“Appropriate Officers”) and (ii) and the Management Company to serve as management company, in each case with such powers and authority as may be provided to such Persons by the Board of Managers 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 Company, whether or not any such Persons so employed are affiliated persons of any Manager, 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 of 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 Company; (g) enter into any placement agent agreements agreements, and escrow agreements agreements, with respect to the sale of Units; borrow money and issue multiple classes of senior indebtedness or a single class of interests senior to the Units 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 Interests senior to the Units; and in connection with such loans or senior instruments, instruments to mortgage, pledge, assign or otherwise encumber any or all properties or assets owned by the Company, 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 Company capital in short-term investments; (j) establish valuation principles and periodically apply such principles to the Company’s investment portfolio; (k) to the extent permitted by the Investment Company Act, designate and appoint one or more agents for the Company who shall have such authority as may be conferred upon them by the Board of Managers and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Board of Managers hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Company; (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 Company; (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 Company 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 Member, Manager, Appropriate Officer, Special Member or Management Company or with any other person, firm, or corporation having any business, financial, or other relationship with any Member, Manager, Appropriate Officer, Special Member or Management Company, 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 Company than are generally afforded to unrelated third parties in comparable transactions; (o) purchase, rent or lease equipment for Company purposes; (p) purchase and maintain, at the Company’s expense, liability and other insurance to protect the Company’s assets from third party claims; and cause the Company to purchase or bear the cost of any insurance covering any potential liabilities of the Members, Managers, Appropriate Officers, Special Member, Management Company or agents of the Company, or officers, employees, directors, members or partners of the Management Company or any agent of the Company; (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 Company; (r) make or cause to be made any election on behalf of the Company under the Code and other tax laws and supervise the preparation and filing of all tax and information returns that the Company may be required to file; (s) take any action that may be necessary or appropriate for the continuation of the Company’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 Members or to enable the Company to conduct the business in which it is engaged; (t) admit Members to the Company in accordance with Section 7.1 hereof7.1; admit an assignee of a Member’s Units Interest to be a Substituted Member in the Company, pursuant to and subject to the terms of Section 11.5 hereof11.5, without the consent of any Member; admit additional Persons as members by creating and issuing Units 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 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 Units, as determined by the Board of Managers without the consent of Members; (u) value the assets of the Company from time to time pursuant to and consistent with the policies of the Company 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 Company’s capital calls in an effort to reduce the number of capital calls from Members) fund loans and other investments subject to the provisions of applicable law, including the Investment Company Act and the Agreement but not for investment leverage purposesAgreement; each Member expressly agrees that any such borrowing may be secured by the assets of the Company and that its Capital Account may be pledged by the Company 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 Managers, or to any Management Company, Special Member, Appropriate Officer or agent of the Company or of any such Person, subject to the control and supervision of the Managers; and (x) perform all normal business functions, and otherwise operate and manage the business and affairs of the Company, in accordance with and as limited by this Agreement.

Board of Managers Powers. Subject to the terms hereof, the Board of Managers shall have full and complete discretion in the management and control of the affairs of the Company, shall make all decisions affecting Company affairs and shall have all of the rights, powers powers, and obligations with respect to the Company as the directors of a managing member of corporation have with respect to a limited liability company corporation under the Act and otherwise as provided by lawDelaware General Corporations Law. The Board of Managers shall provide overall guidance and supervision with respect to the operations of the Company, 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 Management Company, the Special Member Investment Advisor and any administrator to the Company and distributor of the Company’s securities. Except as otherwise expressly provided in this Agreement, the Board of Managers is hereby granted the right, power power, and authority to do on behalf of the Company all things which, in its sole judgment, are necessary or appropriate to manage the Company’s 's affairs and fulfill the purposes of the Company. Any determination as to what is in the interests of the Company made by the Managers in good faith shall be conclusive. In construing the provisions of this the Agreement, the presumption shall be in the favor of a grant of power to the Managers. The powers of the Managers 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 the assets of the Company or cause the assets of the Company to be invested only in such investments as are consistent with the Company’s assets 's purpose as set forth in the Master FundSection 2.4 hereof; (b) incur all expenses permitted by this Agreement; (c) to the extent that funds are available, cause to be paid all expenses, debts debts, and obligations of the Company; (d) appoint and dismiss (i) Appropriate Officers such Persons to serve as officers of the Company and (ii"Appropriate Officers") and the Management Company to serve as management company, in each case with such powers and authority as may be provided to such Persons by the Board of Managers or by this Agreement; (e) employ and dismiss from employment such agents, employees, managers, advisers, accountants, attorneys, consultants consultants, registrars, transfer agents, custodians, paying agents, administrations and other Persons necessary or appropriate to carry out the business and affairs of the Company, whether or not any such Persons so employed are affiliated persons of any Manager, 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 lawAgreement, pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend defend, or settle, upon such terms it deems sufficient, any obligation, suit, liability, cause of action action, or claimclaim (including, including in consultation with the Tax Matters Member in accordance with Section 10.5, tax audits), either in favor of or against the Company; (g) enter into any placement agent agreements and escrow agreements with respect sell Shares pursuant to the sale Subscription Agreements; (h) sell Preferred Interests in an aggregate principal amount of Unitsup to US$100,000; (i) borrow money pursuant to Section 7.9 and issue multiple classes of senior indebtedness or a single class of interests Preferred Interests senior to the Units 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 Preferred Interests senior to the UnitsShares; and in connection with such loans or senior instruments, instruments to mortgage, pledge, assign assign, or otherwise encumber any or all properties or assets owned by the Company, 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 Company capital in short-term investments; (j) establish valuation principles and periodically apply such principles to the Company’s investment portfolio; (k) to the extent permitted by the Investment Company Act, designate and appoint one or more agents for the Company who shall have such authority as may be conferred upon them by the Board of Managers and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Board of Managers hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Company; (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 Company; (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 Company 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 Member, Manager, Appropriate Officer, Special Member or Management Company or with any other person, firm, or corporation having any business, financial, or other relationship with any Member, Manager, Appropriate Officer, Special Member or Management Company, 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 Company than are generally afforded to unrelated third parties in comparable transactions; (o) purchase, rent or lease equipment for Company purposes; (p) purchase and maintain, at the Company’s expense, liability and other insurance to protect the Company’s assets from third party claims; and cause the Company to purchase or bear the cost of any insurance covering any potential liabilities of the Members, Managers, Appropriate Officers, Special Member, Management Company or agents of the Company, or officers, employees, directors, members or partners of the Management Company or any agent of the Company; (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 Company; (r) make or cause to be made any election on behalf of the Company under the Code and other tax laws and supervise the preparation and filing of all tax and information returns that the Company may be required to file; (s) take any action that may be necessary or appropriate for the continuation of the Company’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 Members or to enable the Company to conduct the business in which it is engaged; (t) admit Members to the Company in accordance with Section 7.1 hereof; admit an assignee of a Member’s Units to be a Substituted Member in the Company, pursuant to and subject to the terms of Section 11.5 hereof, without the consent of any Member; admit additional Persons as members by creating and issuing Units 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 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 Units, as determined by the Board of Managers without the consent of Members; (u) value the assets of the Company from time to time pursuant to and consistent with the policies of the Company 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 Company’s capital calls in an effort to reduce the number of capital calls from Members) subject to the provisions of applicable law, including the Investment Company Act and the Agreement but not for investment leverage purposes; each Member expressly agrees that any such borrowing may be secured by the assets of the Company and that its Capital Account may be pledged by the Company 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 Managers, or to any Management Company, Special Member, Appropriate Officer or agent of the Company or of any such Person, subject to the control and supervision of the Managers; and (x) perform all normal business functions, and otherwise operate and manage the business and affairs of the Company, in accordance with and as limited by this Agreement.

Board of Managers Powers. Subject to the terms hereof, the Board of Managers shall have full and complete discretion in the management and control of the affairs of the Company, shall make all decisions affecting Company affairs and shall have all of the rights, powers and obligations of a managing member of a limited liability company under the Act and otherwise as provided by law. The Board of Managers shall provide overall guidance and supervision with respect to the operations of the Company, 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 Management Company, the Special Member and any administrator to the Company and distributor of the Company’s securities. Except as otherwise expressly provided in this Agreement, the Board of Managers is hereby granted the right, power and authority to do on behalf of the Company all things which, in its sole judgment, are necessary or appropriate to manage the Company’s affairs and fulfill the purposes of the Company. Any determination as to what is in the interests of the Company made by the Managers 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 Managers. The powers of the Managers 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 Invest the assets of the Company in such investments as are consistent with the Company’s purpose, including, without limitation, investing all or substantially all of the Company’s assets in the Offshore Fund, which in turn will invest all or substantially all of its 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 Company; (d) appoint and dismiss (i) Appropriate Officers such Persons to serve as officers of the Company (“Appropriate Officers”) and (ii) and the Management Company to serve as management company, in each case with such powers and authority as may be provided to such Persons by the Board of Managers 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 Company, whether or not any such Persons so employed are affiliated persons of any Manager, 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 of 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 Company; (g) enter into any placement agent agreements agreements, and escrow agreements agreements, with respect to the sale of Units; borrow money and issue multiple classes of senior indebtedness or a single class of interests senior to the Units 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 Interests senior to the Units; and in connection with such loans or senior instruments, instruments to mortgage, pledge, assign or otherwise encumber any or all properties or assets owned by the Company, 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 Company capital in short-term investments; (j) establish valuation principles and periodically apply such principles to the Company’s investment portfolio; (k) to the extent permitted by the Investment Company Act, designate and appoint one or more agents for the Company who shall have such authority as may be conferred upon them by the Board of Managers and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Board of Managers hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Company; (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 Company; (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 Company 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 Member, Manager, Appropriate Officer, Special Member or Management Company or with any other person, firm, or corporation having any business, financial, or other relationship with any Member, Manager, Appropriate Officer, Special Member or Management Company, 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 Company than are generally afforded to unrelated third parties in comparable transactions; (o) purchase, rent or lease equipment for Company purposes; (p) purchase and maintain, at the Company’s expense, liability and other insurance to protect the Company’s assets from third party claims; and cause the Company to purchase or bear the cost of any insurance covering any potential liabilities of the Members, Managers, Appropriate Officers, Special Member, Management Company or agents of the Company, or officers, employees, directors, members or partners of the Management Company or any agent of the Company; (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 Company; (r) make or cause to be made any election on behalf of the Company under the Code and other tax laws and supervise the preparation and filing of all tax and information returns that the Company may be required to file; (s) take any action that may be necessary or appropriate for the continuation of the Company’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 Members or to enable the Company to conduct the business in which it is engaged; (t) admit Members to the Company in accordance with Section 7.1 hereof7.1; admit an assignee of a Member’s Units Interest to be a Substituted Member in the Company, pursuant to and subject to the terms of Section 11.5 hereof11.5, without the consent of any Member; admit additional Persons as members by creating and issuing Units 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 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 Units, as determined by the Board of Managers without the consent of Members; (u) value the assets of the Company from time to time pursuant to and consistent with the policies of the Company 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 Company’s capital calls in an effort to reduce the number of capital calls from Members) fund loans and other investments subject to the provisions of applicable law, including the Investment Company Act and the Agreement but not for investment leverage purposesAgreement; each Member expressly agrees that any such borrowing may be secured by the assets of the Company and that its Capital Account may be pledged by the Company 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 Managers, or to any Management Company, Special Member, Appropriate Officer or agent of the Company or of any such Person, subject to the control and supervision of the Managers; and (x) perform all normal business functions, and otherwise operate and manage the business and affairs of the Company, in accordance with and as limited by this Agreement.

Board of Managers Powers. Subject to the terms hereof, the Board of Managers shall have full and complete discretion in the management and control of the affairs of the Company, shall make all decisions affecting Company affairs and shall have all of the rights, powers and obligations of a managing member of a limited liability company under the Act and otherwise as provided by law. The Board of Managers shall provide overall guidance and supervision with respect to the operations of the Company, 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 Management Company, the Special Member and any administrator to the Company and distributor of the Company’s securities. Except as otherwise expressly provided in this Agreement, the Board of Managers is hereby granted the right, power and authority to do on behalf of the Company all things which, in its sole judgment, are necessary or appropriate to manage the Company’s affairs and fulfill the purposes of the Company. Any determination as to what is in the interests of the Company made by the Managers 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 Managers. The powers of the Managers 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 Invest the assets of the Company in such investments as are consistent with the Company’s purpose, including, without limitation, investing all or substantially all of the Company’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 Company; (d) appoint and dismiss (i) Appropriate Officers such Persons to serve as officers of the Company (“Appropriate Officers”) and (ii) and the Management Company to serve as management company, in each case with such powers and authority as may be provided to such Persons by the Board of Managers 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 Company, whether or not any such Persons so employed are affiliated persons of any Manager, 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 of 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 Company; (g) enter into any placement agent agreements agreements, and escrow agreements agreements, with respect to the sale of Units; borrow money and issue multiple classes of senior indebtedness or a single class of interests senior to the Units 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 Interests senior to the Units; and in connection with such loans or senior instruments, instruments to mortgage, pledge, assign or otherwise encumber any or all properties or assets owned by the Company, 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 Company capital in short-term investments; (j) establish valuation principles and periodically apply such principles to the Company’s investment portfolio; (k) to the extent permitted by the Investment Company Act, designate and appoint one or more agents for the Company who shall have such authority as may be conferred upon them by the Board of Managers and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Board of Managers hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Company; (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 Company; (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 Company 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 Member, Manager, Appropriate Officer, Special Member or Management Company or with any other person, firm, or corporation having any business, financial, or other relationship with any Member, Manager, Appropriate Officer, Special Member or Management Company, 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 Company than are generally afforded to unrelated third parties in comparable transactions; (o) purchase, rent or lease equipment for Company purposes; (p) purchase and maintain, at the Company’s expense, liability and other insurance to protect the Company’s assets from third party claims; and cause the Company to purchase or bear the cost of any insurance covering any potential liabilities of the Members, Managers, Appropriate Officers, Special Member, Management Company or agents of the Company, or officers, employees, directors, members or partners of the Management Company or any agent of the Company; (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 Company; (r) make or cause to be made any election on behalf of the Company under the Code and other tax laws and supervise the preparation and filing of all tax and information returns that the Company may be required to file; (s) take any action that may be necessary or appropriate for the continuation of the Company’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 Members or to enable the Company to conduct the business in which it is engaged; (t) admit Members to the Company in accordance with Section 7.1 hereof7.1; admit an assignee of a Member’s Units Interest to be a Substituted Member in the Company, pursuant to and subject to the terms of Section 11.5 hereof11.5, without the consent of any Member; admit additional Persons as members by creating and issuing Units 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 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 Units, as determined by the Board of Managers without the consent of Members; (u) value the assets of the Company from time to time pursuant to and consistent with the policies of the Company 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 Company’s capital calls in an effort to reduce the number of capital calls from Members) fund loans and other investments subject to the provisions of applicable law, including the Investment Company Act and the Agreement but not for investment leverage purposesAgreement; each Member expressly agrees that any such borrowing may be secured by the assets of the Company and that its Capital Account may be pledged by the Company 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 Managers, or to any Management Company, Special Member, Appropriate Officer or agent of the Company or of any such Person, subject to the control and supervision of the Managers; and (x) perform all normal business functions, and otherwise operate and manage the business and affairs of the Company, in accordance with and as limited by this Agreement.

Board of Managers Powers. Subject to the terms hereof, the Board of Managers shall have full and complete discretion in the management and control of the affairs of the Company, shall make all decisions affecting Company affairs and shall have all of the rights, powers and obligations of a managing member of a limited liability company under the Act and otherwise as provided by law. The Board of Managers shall provide overall guidance and supervision with respect to the operations of the Company, 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 Management Company, the Special Member and any administrator to the Company and distributor of the Company’s securities. Except as otherwise expressly provided in this Agreement, the Board of Managers is hereby granted the right, power and authority to do on behalf of the Company all things which, in its sole judgment, are necessary or appropriate to manage the Company’s affairs and fulfill the purposes of the Company. Any determination as to what is in the interests of the Company made by the Managers 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 Managers. The powers of the Managers 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 the assets of the Company in such investments as are consistent with the Company’s purpose, including, without limitation, investing all or substantially all of the Company’s assets in the Offshore Fund, which in turn will invest all or substantially all of its 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 Company; (d) appoint and dismiss (i) Appropriate Officers such Persons to serve as officers of the Company (“Appropriate Officers”) and (ii) and the Management Company to serve as management company, in each case with such powers and authority as may be provided to such Persons by the Board of Managers 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 Company, whether or not any such Persons so employed are affiliated persons of any Manager, 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 of 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 Company; (g) enter into any placement agent agreements agreements, and escrow agreements agreements, with respect to the sale of Units; borrow money and issue multiple classes of senior indebtedness or a single class of interests senior to the Units 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 Interests senior to the Units; and in connection with such loans or senior instruments, instruments to mortgage, pledge, assign or otherwise encumber any or all properties or assets owned by the Company, 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 Company capital in short-term investments; (j) establish valuation principles and periodically apply such principles to the Company’s investment portfolio; (k) to the extent permitted by the Investment Company Act, designate and appoint one or more agents for the Company who shall have such authority as may be conferred upon them by the Board of Managers and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Board of Managers hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Company; (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 Company; (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 Company 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 Member, Manager, Appropriate Officer, Special Member or Management Company or with any other person, firm, or corporation having any business, financial, or other relationship with any Member, Manager, Appropriate Officer, Special Member or Management Company, 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 Company than are generally afforded to unrelated third parties in comparable transactions; (o) purchase, rent or lease equipment for Company purposes; (p) purchase and maintain, at the Company’s expense, liability and other insurance to protect the Company’s assets from third party claims; and cause the Company to purchase or bear the cost of any insurance covering any potential liabilities of the Members, Managers, Appropriate Officers, Special Member, Management Company or agents of the Company, or officers, employees, directors, members or partners of the Management Company or any agent of the Company; (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 Company; (r) make or cause to be made any election on behalf of the Company under the Code and other tax laws and supervise the preparation and filing of all tax and information returns that the Company may be required to file; (s) take any action that may be necessary or appropriate for the continuation of the Company’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 Members or to enable the Company to conduct the business in which it is engaged; (t) admit Members to the Company in accordance with Section 7.1 hereof7.1; admit an assignee of a Member’s Units Interest to be a Substituted Member in the Company, pursuant to and subject to the terms of Section 11.5 hereof11.5, without the consent of any Member; admit additional Persons as members by creating and issuing Units 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 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 Units, as determined by the Board of Managers without the consent of Members; (u) value the assets of the Company from time to time pursuant to and consistent with the policies of the Company 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 Company’s capital calls in an effort to reduce the number of capital calls from Members) fund loans and other investments subject to the provisions of applicable law, including the Investment Company Act and the Agreement but not for investment leverage purposesAgreement; each Member expressly agrees that any such borrowing may be secured by the assets of the Company and that its Capital Account may be pledged by the Company 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 Managers, or to any Management Company, Special Member, Appropriate Officer or agent of the Company or of any such Person, subject to the control and supervision of the Managers; and (x) perform all normal business functions, and otherwise operate and manage the business and affairs of the Company, in accordance with and as limited by this Agreement.

Board of Managers Powers. Subject to the terms hereof, the Board of Managers shall have full and complete discretion in the management and control of the affairs of the CompanyFund, shall make all decisions affecting Company affairs and shall have all of the rights, powers and obligations of a managing member of a limited liability company under the Act and otherwise as provided by law. The Board of Managers shall provide overall guidance and supervision with respect to the operations of the CompanyFund, 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 Management Company, the Special Member Distributor and any administrator to the Company and distributor of the Company’s securitiesFund. Except as otherwise expressly provided in this Agreement, the Board of Managers is hereby granted the right, power and authority to do on behalf of the Company Fund all things which, in its sole judgment, are necessary or appropriate to manage the Company’s Fund's affairs and fulfill the purposes of the CompanyFund. Any determination as to what is in the interests of the Company Fund made by the Managers 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 Managers. The powers of the Managers 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 Company’s assets in the Master Fund's assets; (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 CompanyFund; (d) appoint and dismiss (i) Appropriate Officers to serve as officers of the Company Fund and (ii) and the Management Company to serve as management company, in each case with such powers and authority as may be provided to such Persons by the Board of Managers 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 CompanyFund, whether or not any such Persons so employed are affiliated persons of any Manager, 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 CompanyFund; (g) enter into any placement agent distribution agreements, sub-distribution agreements and escrow agreements with respect to the sale of UnitsShares; borrow money and issue multiple classes of senior indebtedness or a single class of interests senior to the Units 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 UnitsShares; 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 CompanyFund, 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 Company Fund capital in short-term investments; (j) establish valuation principles and periodically apply such principles to the Company’s Fund's investment portfolio; (k) to the extent permitted by the Investment Company Act, designate and appoint one or more agents for the Company Fund who shall have such authority as may be conferred upon them by the Board of Managers and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Board of Managers hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the CompanyFund; (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 CompanyFund; (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 Company 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 Member, Manager, Appropriate Officer, Special Member Officer or Management Company or with any other person, firm, or corporation having any business, financial, or other relationship with any Member, Manager, Appropriate Officer, Special Member Officer or Management Company, 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 Company Fund than are generally afforded to unrelated third parties in comparable transactions; (o) purchase, rent or lease equipment for Company Fund purposes; (p) purchase and maintain, at the Company’s Fund's expense, liability and other insurance to protect the Company’s Fund's assets from third party claims; and cause the Company Fund to purchase or bear the cost of any insurance covering any potential liabilities of the Members, Managers, Appropriate Officers, Special Member, Management Company or agents of the CompanyFund, or officers, employees, directors, members or partners of the Management Company or any agent of the CompanyFund; (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 CompanyFund; (r) make or cause to be made any election on behalf of the Company Fund under the Code and other tax laws and supervise the preparation and filing of all tax and information returns that the Company Fund may be required to file; (s) take any action that may be necessary or appropriate for the continuation of the Company’s 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 Members or to enable the Company Fund to conduct the business in which it is engaged; (t) admit Members to the Company Fund in accordance with Section 7.1 3.1 hereof; admit an assignee of a Member’s Units 's Shares to be a Substituted Member in the CompanyFund, pursuant to and subject to the terms of Section 11.5 11.6 hereof, without the consent of any Member; admit additional Persons as members Members by creating and issuing Units 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 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 UnitsShares, as determined by the Board of Managers without the consent of MembersMembers and as permitted under the Act; (u) value the assets of the Company Fund from time to time pursuant to and consistent with the policies of the Company 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 Company’s capital calls in an effort to reduce the number of satisfying capital calls from Members) Underlying Funds, subject to the provisions of applicable law, including the Investment Company Act and the Agreement but not for investment leverage purposes; each Member expressly agrees that any such borrowing may be secured by the assets of the Company and that its Capital Account may be pledged by the Company 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 Managers, or to any Management Company, Special Member, Appropriate Officer or agent of the Company Fund or of any such Person, subject to the control and supervision of the Managers; and (x) perform all normal business functions, and otherwise operate and manage the business and affairs of the CompanyFund, in accordance with and as limited by this Agreement.

Board of Managers Powers. Subject to the terms hereof, the Board of Managers shall have full and complete discretion in the management and control of the affairs of the Company, shall make all decisions affecting Company affairs and shall have all of the rights, powers and obligations of a managing member of a limited liability company under the Act and otherwise as provided by law. The Board of Managers shall provide overall guidance and supervision with respect to the operations of the Company, 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 Management CompanyInvestment Adviser, the Special Member and any administrator to the Company and distributor of the Company’s securities. Except as otherwise expressly provided in this Agreement, the Board of Managers is hereby granted the right, power and authority to do on behalf of the Company all things which, in its sole judgment, are necessary or appropriate to manage the Company’s affairs and fulfill the purposes of the Company. Any determination as to what is in the interests of the Company made by the Managers 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 Managers. The powers of the Managers 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 the assets of the Company in such investments as are consistent with the Company’s assets in the Master Fundpurpose; (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 Company; (d) appoint and dismiss (i) Appropriate Officers such Persons to serve as officers of the Company (“Appropriate Officers”) and (ii) and the Management Company Investment Adviser to serve as management companyinvestment adviser, in each case with such powers and authority as may be provided to such Persons by the Board of Managers 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 Company, whether or not any such Persons so employed are affiliated persons of any Manager, 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 of 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 Company; (g) enter into any placement agent agreements agreements, and escrow agreements agreements, with respect to the sale of Units; borrow money and issue multiple classes of senior indebtedness or a single class of interests senior to the Units 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 Interests senior to the Units; and in connection with such loans or senior instruments, instruments to mortgage, pledge, assign or otherwise encumber any or all properties or assets owned by the Company, 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 Company capital in short-term investments; (j) establish valuation principles and periodically apply such principles to the Company’s investment portfolio; (k) to the extent permitted by the Investment Company Act, designate and appoint one or more agents for the Company who shall have such authority as may be conferred upon them by the Board of Managers and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Board of Managers hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Company; (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 Company; (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 Company 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 Member, Manager, Appropriate Officer, Special Member or Management Company Investment Adviser or with any other person, firm, or corporation having any business, financial, or other relationship with any Member, Manager, Appropriate Officer, Special Member or Management CompanyInvestment Adviser, 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 Company than are generally afforded to unrelated third parties in comparable transactions; (o) purchase, rent or lease equipment for Company purposes; (p) purchase and maintain, at the Company’s expense, liability and other insurance to protect the Company’s assets from third party claims; and cause the Company to purchase or bear the cost of any insurance covering any potential liabilities of the Members, Managers, Appropriate Officers, Special Member, Management Company Investment Adviser or agents of the Company, or officers, employees, directors, members or partners of the Management Company Investment Adviser or any agent of the Company; (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 Company; (r) make or cause to be made any election on behalf of the Company under the Code and other tax laws and supervise the preparation and filing of all tax and information returns that the Company may be required to file; (s) take any action that may be necessary or appropriate for the continuation of the Company’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 Members or to enable the Company to conduct the business in which it is engaged; (t) admit Members to the Company in accordance with Section 7.1 hereof7.1; admit an assignee of a Member’s Units Interest to be a Substituted Member in the Company, pursuant to and subject to the terms of Section 11.5 hereof11.5, without the consent of any Member; admit additional Persons as members by creating and issuing Units 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 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 Units, as determined by the Board of Managers without the consent of Members; (u) value the assets of the Company from time to time pursuant to and consistent with the policies of the Company 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 Company’s capital calls in an effort to reduce the number of capital calls from Members) fund loans and other investments subject to the provisions of applicable law, including the Investment Company Act and the Agreement but not for investment leverage purposesAgreement; each Member expressly agrees that any such borrowing may be secured by the assets of the Company and that its Capital Account may be pledged by the Company 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 Managers, or to any Management CompanyInvestment Adviser, Special Member, Appropriate Officer or agent of the Company or of any such Person, subject to the control and supervision of the Managers; and (x) perform all normal business functions, and otherwise operate and manage the business and affairs of the Company, in accordance with and as limited by this Agreement.

Board of Managers Powers. Subject to the terms hereof, the Board of Managers shall have full and complete discretion in the management and control of the affairs of the Company, shall make all decisions affecting Company affairs and shall have all of the rights, powers and obligations of a managing member of a limited liability company under the Act and otherwise as provided by law. The Board of Managers shall provide overall guidance and supervision with respect to the operations of the Company, 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 Officersappropriate officers, the Management CompanyInvestment Adviser, the Special Managing Member and any administrator to the Company and distributor of the Company’s securities. Except as otherwise expressly provided in this Agreement, the Board of Managers is hereby granted the right, power and authority to do on behalf of the Company all things which, in its sole judgment, are necessary or appropriate to manage the Company’s affairs and fulfill the purposes of the Company. Any determination as to what is in the interests of the Company made by the Managers 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 Managers. The powers of the Managers 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 identify, acquire (whether from an issuer or substantially all in a secondary transaction), hold, manage, own, sell, transfer, convey, assign, exchange, distribute or otherwise dispose of any investment in an Underlying Fund, including without limitation, an investment that may generate “unrelated business taxable income” (as defined in Section 512 of the Company’s assets Code) or “effectively connected income” (as defined in Section 864(c) of the Master FundCode) or other asset of the Company and employ one or more Investment Advisers to do the same; (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 Company; (d) appoint and dismiss (i) Appropriate Officers such Persons to serve as officers of the Company and (ii“Appropriate Officers”) and Managing Member of the Management Company to serve as management company, in each case with such powers and authority as may be provided to such Persons by the Board of Managers 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 Company, whether or not any such Persons so employed are affiliated persons of any Manager, 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 on the authority of 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 Company; (g) enter into any placement agent agreements sales, distribution, agency, or dealer agreements, and escrow agreements agreements, with respect to the sale of UnitsUnits and provide for the distribution of such Units by the Company through one or more Persons (which may be affiliated persons of a Manager or Managers), or otherwise; borrow money and issue multiple classes of senior indebtedness or a single class of interests Interests senior to the Units 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 Interests senior to the Units; and in connection with such loans or senior instruments, instruments to mortgage, pledge, assign or otherwise encumber any or all properties or assets owned by the Company, 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 Company capital in short-term investments; (j) establish valuation principles and periodically apply such principles to the Company’s investment portfolio; (k) to the extent permitted by the Investment Company Act, designate and appoint one or more agents for the Company who shall have such authority as may be conferred upon them by the Board of Managers and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Board of Managers hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Company; (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 Company; (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 Company 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 Member, Manager, Appropriate Officer, Special Managing Member or Management Company Investment Adviser or with any other person, firm, or corporation having any business, financial, or other relationship with any Member, Manager, Appropriate Officer, Special Managing Member or Management CompanyInvestment Adviser, 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 Company than are generally afforded to unrelated third parties in comparable transactions; (o) purchase, rent or lease equipment for Company purposes; (p) purchase and maintain, at the Company’s expense, liability and other insurance to protect the Company’s assets from third party claims; and cause the Company to purchase or bear the cost of any insurance covering any potential liabilities of the Members, Managers, Appropriate Officers, Special Managing Member, Management Company Investment Adviser or agents of the Company, or officers, employees, directors, members or partners of the Management Company Investment Adviser or any agent of the Company; (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 Company; (r) make or cause to be made any election on behalf of the Company under the Code and other tax laws and supervise the preparation and filing of all tax and information returns that the Company may be required to file; (s) take any action that may be necessary or appropriate for the continuation of the Company’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 Members or to enable the Company to conduct the business in which it is engaged; (t) admit Members to the Company in accordance with Section 7.1 hereof7.1; admit an assignee of a Member’s Units Interest to be a Substituted Member in the Company, pursuant to and subject to the terms of Section 11.5 hereof11.5, without the consent of any Member; admit additional Persons as members by creating and issuing Units 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 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 Units, as determined by the Board of Managers without the consent of Members; (u) value the assets of the Company from time to time pursuant to and consistent with the policies of the Company 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 Company’s capital calls in an effort to reduce the number of capital calls from Members) subject to the provisions of applicable law, including the Investment Company Act and the Agreement but not for investment leverage purposes; each Member expressly agrees that any such borrowing may be secured by the assets of the Company and that its Capital Account may be pledged by the Company 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 Managers, or to any Management CompanyInvestment Adviser, Special Managing Member, Appropriate Officer or agent of the Company or of any such PersonCompany, subject to the control and supervision of the Managers; and (xw) perform all normal business functions, and otherwise operate and manage the business and affairs of the Company, in accordance with and as limited by this Agreement.

Board of Managers Powers. Subject to the terms hereof, the Board of Managers shall have full and complete discretion in the management and control of the affairs of the Company, shall make all decisions affecting Company affairs and shall have all of the rights, powers and obligations of a managing member of a limited liability company under the Act and otherwise as provided by law. The Board of Managers shall provide overall guidance and supervision with respect to the operations of the Company, 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 Management Company, the Special Member and any administrator to the Company and distributor of the Company’s securities. Except as otherwise expressly provided in this Agreement, the Board of Managers is hereby granted the right, power and authority to do on behalf of the Company all things which, in its sole judgment, are necessary or appropriate to manage the Company’s affairs and fulfill the purposes of the Company. Any determination as to what is in the interests of the Company made by the Managers 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 Managers. The powers of the Managers 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 Company’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 Company; (d) appoint and dismiss (i) Appropriate Officers to serve as officers of the Company and (ii) and the Management Company to serve as management company, in each case with such powers and authority as may be provided to such Persons by the Board of Managers 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 Company, whether or not any such Persons so employed are affiliated persons of any Manager, 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 Company; (g) enter into any placement agent agreements and escrow agreements with respect to the sale of Units; borrow money and issue multiple classes of senior indebtedness or a single class of interests senior to the Units 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 Units; 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 Company, 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 Company capital in short-term investments; (j) establish valuation principles and periodically apply such principles to the Company’s investment portfolio; (k) to the extent permitted by the Investment Company Act, designate and appoint one or more agents for the Company who shall have such authority as may be conferred upon them by the Board of Managers and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Board of Managers hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Company; (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 Company; (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 Company 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 Member, Manager, Appropriate Officer, Special Member or Management Company or with any other person, firm, or corporation having any business, financial, or other relationship with any Member, Manager, Appropriate Officer, Special Member or Management Company, 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 Company than are generally afforded to unrelated third parties in comparable transactions; (o) purchase, rent or lease equipment for Company purposes; (p) purchase and maintain, at the Company’s expense, liability and other insurance to protect the Company’s assets from third party claims; and cause the Company to purchase or bear the cost of any insurance covering any potential liabilities of the Members, Managers, Appropriate Officers, Special Member, Management Company or agents of the Company, or officers, employees, directors, members or partners of the Management Company or any agent of the Company; (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 Company; (r) make or cause to be made any election on behalf of the Company under the Code and other tax laws and supervise the preparation and filing of all tax and information returns that the Company may be required to file; (s) take any action that may be necessary or appropriate for the continuation of the Company’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 Members or to enable the Company to conduct the business in which it is engaged; (t) admit Members to the Company in accordance with Section 7.1 hereof; admit an assignee of a Member’s Units to be a Substituted Member in the Company, pursuant to and subject to the terms of Section 11.5 hereof, without the consent of any Member; admit additional Persons as members by creating and issuing Units 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 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 Units, as determined by the Board of Managers without the consent of Members; (u) value the assets of the Company from time to time pursuant to and consistent with the policies of the Company 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 Company’s capital calls in an effort to reduce the number of capital calls from Members) subject to the provisions of applicable law, including the Investment Company Act and the Agreement but not for investment leverage purposes; each Member expressly agrees that any such borrowing may be secured by the assets of the Company and that its Capital Account may be pledged by the Company 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 Managers, or to any Management Company, Special Member, Appropriate Officer or agent of the Company or of any such Person, subject to the control and supervision of the Managers; and (x) perform all normal business functions, and otherwise operate and manage the business and affairs of the Company, in accordance with and as limited by this Agreement.

Board of Managers Powers. Subject to the terms hereof, the Board of Managers shall have full and complete discretion in the management and control of the affairs of the Company, shall make all decisions affecting Company affairs and shall have all of the rights, powers and obligations of a managing member of a limited liability company under the Act and otherwise as provided by law. The Board of Managers shall provide overall guidance and supervision with respect to the operations of the Company, 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 Management CompanyInvestment Adviser, the Special Member and any administrator to the Company and distributor of the Company’s securities. Except as otherwise expressly provided in this Agreement, the Board of Managers is hereby granted the right, power and authority to do on behalf of the Company all things which, in its sole judgment, are necessary or appropriate to manage the Company’s affairs and fulfill the purposes of the Company. Any determination as to what is in the interests of the Company made by the Managers 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 Managers. The powers of the Managers 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 Invest the assets of the Company in such investments as are consistent with the Company’s assets in the Master Fundpurpose; (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 Company; (d) appoint and dismiss (i) Appropriate Officers such Persons to serve as officers of the Company (“Appropriate Officers”) and (ii) and the Management Company Investment Adviser to serve as management companyInvestment Adviser, in each case with such powers and authority as may be provided to such Persons by the Board of Managers 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 Company, whether or not any such Persons so employed are affiliated persons of any Manager, 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 of 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 Company; (g) enter into any placement agent agreements agreements, and escrow agreements agreements, with respect to the sale of Units; borrow money and issue multiple classes of senior indebtedness or a single class of interests senior to the Units 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 Interests senior to the Units; and in connection with such loans or senior instruments, instruments to mortgage, pledge, assign or otherwise encumber any or all properties or assets owned by the Company, 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 Company capital in short-term investments; (j) establish valuation principles and periodically apply such principles to the Company’s investment portfolio; (k) to the extent permitted by the Investment Company Act, designate and appoint one or more agents for the Company who shall have such authority as may be conferred upon them by the Board of Managers and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Board of Managers hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Company; (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 Company; (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 Company 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 Member, Manager, Appropriate Officer, Special Member or Management Company Investment Adviser or with any other person, firm, or corporation having any business, financial, or other relationship with any Member, Manager, Appropriate Officer, Special Member or Management CompanyInvestment Adviser, 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 Company than are generally afforded to unrelated third parties in comparable transactions; (o) purchase, rent or lease equipment for Company purposes; (p) purchase and maintain, at the Company’s expense, liability and other insurance to protect the Company’s assets from third party claims; and cause the Company to purchase or bear the cost of any insurance covering any potential liabilities of the Members, Managers, Appropriate Officers, Special Member, Management Company Investment Adviser or agents of the Company, or officers, employees, directors, members or partners of the Management Company Investment Adviser or any agent of the Company; (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 Company; (r) make or cause to be made any election on behalf of the Company under the Code and other tax laws and supervise the preparation and filing of all tax and information returns that the Company may be required to file; (s) take any action that may be necessary or appropriate for the continuation of the Company’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 Members or to enable the Company to conduct the business in which it is engaged; (t) admit Members to the Company in accordance with Section 7.1 hereof7.1; admit an assignee of a Member’s Units Interest to be a Substituted Member in the Company, pursuant to and subject to the terms of Section 11.5 hereof11.5, without the consent of any Member; admit additional Persons as members by creating and issuing Units 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 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 Units, as determined by the Board of Managers without the consent of Members; (u) value the assets of the Company from time to time pursuant to and consistent with the policies of the Company 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 Company’s capital calls in an effort to reduce the number of capital calls from Members) fund loans and other investments subject to the provisions of applicable law, including the Investment Company Act and the Agreement but not for investment leverage purposesAgreement; each Member expressly agrees that any such borrowing may be secured by the assets of the Company and that its Capital Account may be pledged by the Company 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 Managers, or to any Management CompanyInvestment Adviser, Special Member, Appropriate Officer or agent of the Company or of any such Person, subject to the control and supervision of the Managers; and (x) perform all normal business functions, and otherwise operate and manage the business and affairs of the Company, in accordance with and as limited by this Agreement.