Common use of Management and Control Clause in Contracts

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, as the initial Member, shall have the authority to manage the business and affairs of the Fund. (b) Members, in their capacity as Members, shall have no right to participate in and shall take no part in the management or control of the Fund's business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board may delegate to any other person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the Board, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers “manager” as defined under the Delaware Act (but is not the same as the term “Manager” as defined in this Agreement) and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such Manager's Director’s authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" of such company, ” (as such term is defined by in the 1940 Act0000 Xxx) of such company. During any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capital, as the initial Member, Manager shall have the authority to manage the business and affairs of the FundCompany. The Manager will oversee the day-to-day management of the Company and, subject to the approval of the Board, has the authority to: approve the acceptance of initial and subsequent subscriptions on behalf of the Company; determine whether future subscriptions should be accepted; make determinations on the transfer of Interests; and manage and oversee the general administrative and operational aspects of the Company. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the Fund's Company’s business and shall have no right, power or authority to act for or bind the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board may delegate to a committee or to any other person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing Company will file a tax return as a partnership for U.S. federal income tax purposes. Except as otherwise specifically provided herein, all decisions for the conduct Company relating to tax matters including, without limitation, whether to make any tax elections, the positions to be made on the Company’s tax returns and the settlement or further contest or litigation of any audit matters raised by the business of Internal Revenue Service or other taxing authority, will be made by the Fund Board. All actions (other than ministerial actions) taken by the Manager, as designated in this Section 3.1 and containing such other provisions as they deem necessarySection 3.2 below, appropriate or desirable, and, will be subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision approval of the By-LawsBoard. Each Member agrees not to treat, on his personal income tax return or any claim for a tax refund, any provision item of income, gain, loss, deduction or credit in a manner inconsistent with the By-Laws may be amended or repealed treatment of such item by the Board without Member authorization or approvalCompany. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardThe sole Member, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority capacity as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, such: (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, as the initial Member, shall have the authority to manage the business and affairs of the Fund. (b) Members, in their capacity as Members, shall have no right to participate in and shall take no part in the management or control of the Fund's business and of, or transact any business for or on behalf of, the Company; (ii) shall have no rightvoting rights, except as specifically provided in this Agreement; and (iii) shall have no power or authority to act sign for or bind the FundCompany. Members shall The Sole Member shall, however, have the right to vote on any matters only as provided approval rights expressly set forth elsewhere in this Agreement or on any matters that require specifically required by the approval Act. (b) Except as otherwise specifically provided in this Agreement, the Manager shall have full authority and responsibility and exclusive and complete discretion in the management, control, operation and disposition of the holders business and assets of voting securities under the 1940 Act Company for the purposes herein stated, shall make all decisions affecting the Company's business and assets and shall have full, complete and exclusive discretion to take any and all actions that the Company is authorized to take and to make all decisions with respect thereto. The Manager may appoint a President, one or more Vice Presidents, a Treasurer and a Secretary and such other officers as the Manager shall deem appropriate, each of which officers may, to the extent provided by the Manager, have the powers attendant to a similar officer of a Delaware corporation. Except as otherwise provided by the Act, the Manager shall not be personally liable for any of the debts, liabilities, obligations or contracts of the Company, nor shall the Manager, in its capacity as such, be required in to contribute or lend any funds to the Delaware ActCompany. (c) The Board may delegate to any other person any rights, power and authority vested by this Agreement in the Board Subject to the extent permissible under applicable lawexpress provisions of this Agreement, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board Manager shall have the full power authority to execute on behalf of the Company, as its authorized signatory, such agreements, contracts, instruments and authorityother documents as it shall from time to time approve, such approval to be conclusively evidenced by its execution and delivery of any of the foregoing, including, without Member approvallimitation: (i) checks, drafts, notes and other negotiable instruments; (ii) deeds of trust and assignments of rights; (iii) contracts for the sale of assets or relating to authorize one consulting, advisory or more Classes management services, deeds, leases, assignments and bills of Unitssale; Units and (iv) loan agreements, mortgages, security agreements, pledge agreements and financing statements. The signature of each the Manager on any such Class having such preferencesinstrument, voting powers and special agreement, contract, lease, conveyance or relative rights document, or privileges (including conversion rightsupon any check, if any) as the Board may determine and as draft, note or other negotiable instrument, shall be set forth sufficient to bind the Company in a resolution adopted in accordance respect thereof and shall conclusively evidence the authority of the Manager with respect thereto, and no third person need look to the By-Lawsapplication of funds or authority to act or require the joinder or consent of any other party.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the Board, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers “manager” as defined under the Delaware Act (but is not the same as the term “Manager” as defined in this Agreement) and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such Manager's Director’s authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" of such company, ” (as such term is defined by in the 1940 Act0000 Xxx) of such company. During any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capital, as the initial Member, Manager shall have the authority to manage the business and affairs of the FundCompany. The Manager will oversee the day-to-day management of the Company and, subject to the approval of the Board, has the authority to: approve the acceptance of initial and subsequent subscriptions on behalf of the Company; determine whether future subscriptions should be accepted; make determinations on the transfer of Interests; and manage and oversee the general administrative and operational aspects of the Company. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the Fund's Company’s business and shall have no right, power or authority to act for or bind the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board may delegate to a committee or to any other person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing Company will file a tax return as a partnership for U.S. federal income tax purposes. Except as otherwise specifically provided herein, all decisions for the conduct Company relating to tax matters including, without limitation, whether to make any tax elections, the positions to be made on the Company’s tax returns and the settlement or further contest or litigation of any audit matters raised by the business of Internal Revenue Service or other taxing authority, will be made by the Fund Board. All actions (other than ministerial actions) taken by the Manager, as designated in this Section 3.1 and containing such other provisions as they deem necessarySection 3.2 below, appropriate or desirable, and, will be subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision approval of the By-LawsBoard. Each Member agrees not to treat, on its own income tax return or any claim for a tax refund, any provision item of income, gain, loss, deduction or credit in a manner inconsistent with the By-Laws may be amended or repealed treatment of such item by the Board without Member authorization or approvalCompany. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Master Fund shall be vested in the Board, which shall have the right, power, power and authority, on behalf of the Master Fund and in its name, to exercise all rights, powers, powers and authority of managers “manager” as defined under the Delaware Act (but is not the same as the term “Manager” as defined in this Agreement) and to do all things necessary and proper to carry out the objective and business of the Master Fund and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Master Fund except within the scope of such Manager's Director’s authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Master Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Master Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" of such company, ” (as such term is defined by in the 1940 Act0000 Xxx) of such company. During any period in which the Master Fund shall have no ManagersDirectors, CSFB Alternative Capitalthe Manager shall continue to provide management and administrative services to the Master Fund. The Manager will oversee the day-to-day management of the Master Fund and, as subject to the initial Memberapproval of the Board, shall have has the authority to manage to: approve the business acceptance of initial and affairs subsequent subscriptions on behalf of the Master Fund; determine whether future subscriptions should be accepted; make determinations on the transfer of Interests; and manage and oversee the general administrative and operational aspects of the Master Fund. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the Master Fund's ’s business and shall have no right, power or authority to act for or bind the Master Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board may delegate to a committee or to any other person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing Master Fund will file a tax return as a partnership for U.S. federal income tax purposes. Except as otherwise specifically provided herein, all decisions for the conduct Master Fund relating to tax matters including, without limitation, whether to make any tax elections, the positions to be made on the Master Fund’s tax returns and the settlement or further contest or litigation of any audit matters raised by the business of Internal Revenue Service or other taxing authority, will be made by the Fund Board. All actions (other than ministerial actions) taken by the Manager, as designated in this Section 3.1 and containing such other provisions as they deem necessarySection 3.2 below, appropriate or desirable, and, will be subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision approval of the By-LawsBoard. Each Member agrees not to treat, on its own income tax return or any claim for a tax refund, any provision item of income, gain, loss, deduction or credit in a manner inconsistent with the By-Laws may be amended or repealed treatment of such item by the Board without Member authorization or approvalMaster Fund. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their its duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such Manager's Director’s authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, : (i) each Manager Director shall be vested with the same powers, authority, and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation corporation; and (ii) each Independent Manager Director shall be vested with the same powers, authority authority, and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Company Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Actcorporation. During any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capital, as the initial Member, Investment Manager shall continue to have the authority to manage the business and affairs of the FundCompany. (b) MembersEach Member agrees not to treat, on his personal income tax return or in their capacity as Membersany claim for a tax refund, any item of income, gain, loss, deduction, or credit in a manner inconsistent with the treatment of such item by the Company. The Board shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Company under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the Fund's business Company’s business, except to the extent specifically provided herein, and shall have no right, power power, or authority to act for or bind the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or or, at any time during which the Company is registered under the Company Act, on any matters that require the approval of the holders of voting securities under the 1940 Act Company Act, or as otherwise required in the Delaware Act. (cd) The Board may delegate to any other person person, including officers of the Company, any rights, power power, and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers "Managers" under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such ManagerDirector's authority as delegated by the BoardBoard of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in a director of a Delaware corporation and (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capital, the Advisor may continue to serve as the initial MemberAdvisor to the Company, shall have and the authority Sub-Advisor may continue to manage serve as the business Sub-Advisor to the Company, and affairs of each may continue to provide Management Services to the FundCompany. (b) The Directors shall owe to the Company and its Members the same fiduciary duties as directors of corporations owe to such corporations and their stockholders under the Delaware General Corporation Law. The Directors may perform such acts as in their sole discretion are proper for conducting the business of the Company. The enumeration of any specific power herein shall not be construed as limiting the aforesaid power. Such powers of the Directors may be exercised without order of or resort to any court. (c) The Directors shall have power, subject to the Fundamental Policies in effect from time to time with respect to the Company, to: (1) manage, conduct, operate and carry on the business of an investment company; (2) subscribe for, invest in, reinvest in, purchase or otherwise acquire, hold, pledge, sell, assign, transfer, exchange, distribute or otherwise deal in or dispose of any and all sorts of property, tangible or intangible, including but not limited to securities of any type whatsoever, whether equity or non-equity, of any issuer, evidences of indebtedness of any Person and any other rights, interests, instruments or property of any sort and to exercise any and all rights, powers and privileges of ownership or interest in respect of any and all such investments of every kind and description, including, without limitation, the right to consent and otherwise act with respect thereto, with power to designate one or more Persons to exercise any of said rights, powers and privileges in respect of any of said investments. The Directors shall not be limited by any law limiting the investments which may be made by fiduciaries. (d) The Directors shall have the power to issue (in an unlimited amount and in one or more classes or in one or more series within any class), sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in, Units and, subject to the more detailed provisions set forth in this Agreement, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Units any funds or property whether capital or surplus or otherwise, to the full extent now or hereafter permitted corporations formed under the Delaware General Corporation Law. (e) Subject to the Fundamental Policies in effect from time to time with respect to the Company, the Directors shall have the power to borrow money or otherwise obtain credit or utilize leverage to the maximum extent permitted by law or regulation as such may be needed from time to time and to secure the same by mortgaging, pledging or otherwise subjecting as security the assets of the Company, including the lending of portfolio securities, and to endorse, guarantee, or undertake the performance of any obligation, contract or engagement of any other person, firm, association or corporation. (f) The Directors shall have the power, consistent with their continuing exclusive authority over the management of the Company and the Property of the Company, to delegate from time to time to such of their number or to officers, employees or agents of the Company the doing of such things, including any matters set forth in this Agreement, and the execution of such instruments either in the name of the Company or the names of the Directors or otherwise as the Directors may deem expedient. The Directors may designate one or more committees which shall have all or such lesser portion of the authority of the entire Board of Directors as the Directors shall determine from time to time except to the extent action by the entire Board of Directors or particular Directors is required by the 0000 Xxx. (g) The Directors shall have power to collect all property due to the Company; to pay all claims, including taxes, against the Property of the Company or the Company, the Directors or any officer, employee or agent of the Company; to prosecute, defend, compromise or abandon any claims relating to the Property of the Company or the Company, or the Directors or any officer, employee or agent of the Company; to foreclose any security interest securing any obligations, by virtue of which any property is owed to the Company; and to enter into releases, agreements and other instruments. Except to the extent required for a corporation formed under the Delaware General Corporation Law, the Members shall have no power to vote as to whether or not a court action, legal proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Company or the Members. (h) The Directors shall have power to incur and pay out of the assets or income of the Company any expenses which in the opinion of the Directors are necessary or incidental to carry out any of the purposes of this Agreement, and the business of the Company, and to pay reasonable compensation from the funds of the Company to themselves as Directors. The Directors shall fix the compensation of all officers, employees and Directors. The Directors may pay themselves such compensation for special services, including legal, underwriting, syndicating and brokerage services, as they in good faith may deem reasonable and reimbursement for expenses reasonably incurred by themselves on behalf of the Company. The Directors shall have the power, as frequently as they may determine, to cause each Member to pay directly, in advance or arrears, for charges of distribution, of the custodian or transfer, Member servicing or similar agent, a pro rata amount as defined from time to time by the Directors, by setting off such charges due from such Member from declared but unpaid dividends or distributions owed such Member and/or by reducing a Member's interest in the Company. (i) The Directors shall have the exclusive authority to adopt and from time to time amend or repeal By-Laws for the conduct of the business of the Company. (j) The Directors shall have the power to: (a) employ or contract with such Persons as the Directors may deem desirable for the transaction of the business of the Company; (b) enter into joint ventures, partnerships and any other combinations or associations; (c) purchase, and pay for out of Property of the Company, insurance policies insuring the Members, Directors, officers, employees, agents, investment advisors, distributors, selected dealers or independent contractors of the Company against all claims arising by reason of holding any such position or by reason of any action taken or omitted by any such Person in their capacity such capacity, whether or not constituting negligence, or whether or not the Company would have the power to indemnify such Person against such liability; (d) establish pension, profit-sharing, interest purchase, and other retirement, incentive and benefit plans for any Directors, officers, employees and agents of the Company; (e) make donations, irrespective of benefit to the Company, for charitable, religious, educational, scientific, civic or similar purposes; (f) to the extent permitted by law, indemnify any Person with whom the Company has dealings, including without limitation any advisor, administrator, manager, transfer agent, custodian, distributor or selected dealer, or any other person as Membersthe Directors may see fit to such extent as the Directors shall determine; (g) guarantee indebtedness or contractual obligations of others; (h) determine and change the Fiscal Year of the Company and the method in which its accounts shall be kept; (i) notwithstanding the Fundamental Policies of the Company, convert the Company from a master feeder structure to another structure; and (j) adopt a seal for the Company but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Company. (k) The Directors shall have the power to conduct the business of the Company and carry on its operations in any and all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, and in any and all commonwealths, territories, dependencies, colonies, possessions, agencies or instrumentalities of the United States of America and of foreign governments, and to do all such other things and execute all such instruments as they deem necessary, proper or desirable in order to promote the interests of the Company although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Company made by the Directors in good faith shall be conclusive. In construing the provisions of this Agreement, the presumption shall be in favor of a grant of power to the Directors. The Directors will not be required to obtain any court order to deal with the Property of the Company. (l) Each Member agrees not to treat, on his personal income tax return or in any claim for a tax refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Company. The Tax Matters Partner, subject to the supervision of the Board of Directors, shall make such elections under the Code and other relevant tax laws as to the treatment of items of Company income, gain, loss, deduction and credit, and as to all other relevant matters, as may be provided herein or as the Tax Matters Partner deems necessary or appropriate, including, without limitation, elections referred to in Section 754 of the Code, determination of which items of cash outlay are to be capitalized or treated as current expenses, and selection of the method of accounting and bookkeeping procedures to be used by the Company. (m) Members shall have no right to participate in and shall take no part in the management or control of the FundCompany's business and shall have no right, power or authority to act for or bind the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of "voting securities securities" under the 1940 Act or as otherwise required in the Delaware Act. (cn) The Board Directors shall elect a President, a Secretary and a Treasurer and may delegate elect a Chairman or Vice Chairman who shall serve at the pleasure of the Directors or until their successors are elected. The Directors may elect or appoint or may authorize the Chairman, if any, the Vice Chairman, if any, or President to appoint such other officers or agents with such powers as the Directors may deem to be advisable. A Chairman and any other person any rightsVice Chairman shall, power and authority vested by this Agreement the President, Secretary and Treasurer may, but need not, be a Director. The term of office of an officer shall terminate and a vacancy shall occur in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers event of the Funddeath, with such titles and authority as may be determined by resignation, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the Board consistent with applicable lawduties of the office, or removal, of an officer. (do) The Board shall have full power and authority to adopt By-Laws providing for Tax Matters Partner may in the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, andfuture, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision supervision of the By-LawsBoard of Directors, any provision incorporate the Company and, if desired, elect to treat the Company as an association taxable as a corporation for U.S. federal income tax purposes and seek to qualification thereof as a regulated investment company under Subchapter M of the By-Laws may be amended or repealed by the Board without Member authorization or approvalCode. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Investment Manager shall continue to serve as the initial Member, Investment Manager to the Fund and shall have the authority to manage the business and affairs of the Fund. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the Fund's business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board of Managers may delegate to any other person any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board of Managers consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers "Managers" under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such ManagerDirector's authority as delegated by the BoardBoard of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in a director of a Delaware corporation and (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capital, the Advisor may continue to serve as the initial Member, shall have Advisor to the authority Company and to manage provide the business and affairs of Management Services to the FundCompany. (b) The Directors shall owe to the Company and its Members the same fiduciary duties as directors of corporations owe to such corporations and their stockholders under the Delaware General Corporation Law. The Directors may perform such acts as in their sole discretion are proper for conducting the business of the Company. The enumeration of any specific power herein shall not be construed as limiting the aforesaid power. Such powers of the Directors may be exercised without order of or resort to any court. (c) The Directors shall have power, subject to the Fundamental Policies in effect from time to time with respect to the Company, to: (1) manage, conduct, operate and carry on the business of an investment company; (2) subscribe for, invest in, reinvest in, purchase or otherwise acquire, hold, pledge, sell, assign, transfer, exchange, distribute or otherwise deal in or dispose of any and all sorts of property, tangible or intangible, including but not limited to securities of any type whatsoever, whether equity or non-equity, of any issuer, evidences of indebtedness of any person and any other rights, interests, instruments or property of any sort and to exercise any and all rights, powers and privileges of ownership or interest in respect of any and all such investments of every kind and description, including, without limitation, the right to consent and otherwise act with respect thereto, with power to designate one or more Persons to exercise any of said rights, powers and privileges in respect of any of said investments. The Directors shall not be limited by any law limiting the investments which may be made by fiduciaries. (d) The Directors shall have the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in, Interests and, subject to the more detailed provisions set forth in this Agreement, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Interests any funds or property whether capital or surplus or otherwise, to the full extent now or hereafter permitted corporations formed under the Delaware General Corporation Law. (e) Subject to the Fundamental Policies in effect from time to time with respect to the Company, the Directors shall have the power to borrow money or otherwise obtain credit or utilize leverage to the maximum extent permitted by law or regulation as such may be needed from time to time and to secure the same by mortgaging, pledging or otherwise subjecting as security the assets of the Company, including the lending of portfolio securities, and to endorse, guarantee, or undertake the performance of any obligation, contract or engagement of any other person, firm, association or corporation. (f) The Directors shall have the power, consistent with their continuing exclusive authority over the management of the Company and the Property of the Company, to delegate from time to time to such of their number or to officers, employees or agents of the Company the doing of such things, including any matters set forth in this Agreement, and the execution of such instruments either in the name of the Company or the names of the Directors or otherwise as the Directors may deem expedient. The Directors may designate one or more committees which shall have all or such lesser portion of the authority of the entire Board of Directors as the Directors shall determine from time to time except to the extent action by the entire Board of Directors or particular Directors is required by the 1000 Xxx. (g) The Directors shall have power to collect all property due to the Company; to pay all claims, including taxes, against the Property of the Company or the Company, the Directors or any officer, employee or agent of the Company; to prosecute, defend, compromise or abandon any claims relating to the Property of the Company or the Company, or the Directors or any officer, employee or agent of the Company; to foreclose any security interest securing any obligations, by virtue of which any property is owed to the Company; and to enter into releases, agreements and other instruments. Except to the extent required for a corporation formed under the Delaware General Corporation Law, the Members shall have no power to vote as to whether or not a court action, legal proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Company or the Members. (h) The Directors shall have power to incur and pay out of the assets or income of the Company any expenses which in the opinion of the Directors are necessary or incidental to carry out any of the purposes of this Agreement, and the business of the Company, and to pay reasonable compensation from the funds of the Company to themselves as Directors. The Directors shall fix the compensation of all officers, employees and Directors. The Directors may pay themselves such compensation for special services, including legal, underwriting, syndicating and brokerage services, as they in good faith may deem reasonable and reimbursement for expenses reasonably incurred by themselves on behalf of the Company. The Directors shall have the power, as frequently as they may determine, to cause each Member to pay directly, in advance or arrears, for charges of distribution, of the custodian or transfer, Member servicing or similar agent, a pro rata amount as defined from time to time by the Directors, by setting off such charges due from such Member from declared but unpaid dividends or distributions owed such Member and/or by reducing a Member's Interest in the Company. (i) The Directors shall have the exclusive authority to adopt and from time to time amend or repeal By-Laws for the conduct of the business of the Company. (j) The Directors shall have the power to: (a) employ or contract with such Persons as the Directors may deem desirable for the transaction of the business of the Company; (b) enter into joint ventures, partnerships and any other combinations or associations; (c) purchase, and pay for out of Property of the Company, insurance policies insuring the Members, Directors, officers, employees, agents, investment advisors, distributors, selected dealers or independent contractors of the Company against all claims arising by reason of holding any such position or by reason of any action taken or omitted by any such Person in their capacity such capacity, whether or not constituting negligence, or whether or not the Company would have the power to indemnify such Person against such liability; (d) establish pension, profit-sharing, interest purchase, and other retirement, incentive and benefit plans for any Directors, officers, employees and agents of the Company; (e) make donations, irrespective of benefit to the Company, for charitable, religious, educational, scientific, civic or similar purposes; (f) to the extent permitted by law, indemnify any Person with whom the Company has dealings, including without limitation any advisor, administrator, manager, transfer agent, custodian, distributor or selected dealer, or any other person as Membersthe Directors may see fit to such extent as the Directors shall determine; (g) guarantee indebtedness or contractual obligations of others; (h) determine and change the Fiscal Year of the Company and the method in which its accounts shall be kept; (i) notwithstanding the Fundamental Policies of the Company, convert the Company from a master-feeder structure to another structure; and (j) adopt a seal for the Company but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Company. (k) The Directors shall have the power to conduct the business of the Company and carry on its operations in any and all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, and in any and all commonwealths, territories, dependencies, colonies, possessions, agencies or instrumentalities of the United States of America and of foreign governments, and to do all such other things and execute all such instruments as they deem necessary, proper or desirable in order to promote the interests of the Company although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Company made by the Directors in good faith shall be conclusive. In construing the provisions of this Agreement, the presumption shall be in favor of a grant of power to the Directors. The Directors will not be required to obtain any court order to deal with the Property of the Company. (l) Each Member agrees not to treat, on his personal income tax return or in any claim for a tax refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Company. The Tax Matters Partner, subject to the supervision of the Board of Directors, shall make such elections under the Code and other relevant tax laws as to the treatment of items of Company income, gain, loss, deduction and credit, and as to all other relevant matters, as may be provided herein or as the Tax Matters Partner deems necessary or appropriate, including, without limitation, elections referred to in Section 754 of the Code, determination of which items of cash outlay are to be capitalized or treated as current expenses, and selection of the method of accounting and bookkeeping procedures to be used by the Company. (m) Members shall have no right to participate in and shall take no part in the management or control of the FundCompany's business and shall have no right, power or authority to act for or bind the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of "voting securities securities" under the 1940 Act or as otherwise required in the Delaware Act. (cn) The Board Directors shall elect a President, a Secretary and a Treasurer and may delegate elect a Chairman or Vice Chairman who shall serve at the pleasure of the Directors or until their successors are elected. The Directors may elect or appoint or may authorize the Chairman, if any, the Vice Chairman, if any, or President to appoint such other officers or agents with such powers as the Directors may deem to be advisable. A Chairman and any other person any rightsVice Chairman shall, power and authority vested by this Agreement the President, Secretary and Treasurer may, but need not, be a Director. The term of office of an officer shall terminate and a vacancy shall occur in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers event of the Funddeath, with such titles and authority as may be determined by resignation, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the Board consistent with applicable lawduties of the office, or removal, of an officer. (do) The Board shall have full power and authority to adopt By-Laws providing for Tax Matters Partner may in the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, andfuture, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision supervision of the By-LawsBoard of Directors, any provision incorporate the Company and, if desired, elect to treat the Company as an association taxable as a corporation for U.S. federal income tax purposes and seek to qualification thereof as a registered investment company under Subchapter M of the By-Laws may be amended or repealed by the Board without Member authorization or approvalCode. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the Board, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers "manager" as defined under the Delaware Act (but is not the same as the term "Manager" as defined in this Agreement) and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such ManagerDirector's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, (as such term is defined by in the 1940 Act) of such company. During any period axx xxxxxd in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capitalthe Manager shall continue to provide management and administrative services to the Company pursuant to the Investment Management and Administration Agreements. The Manager will oversee the day-to-day management of the Company and, as subject to the initial Memberapproval of the Board, shall have has the authority to manage to: approve the business acceptance of initial and affairs subsequent subscriptions on behalf of the FundCompany; determine whether additional subscriptions should be suspended; make determinations on the transfer of Interests; and manage and oversee the general administrative and operational aspects of the Company. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the FundCompany's business and shall have no right, power or authority to act for or bind the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board may delegate to any other person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing Company will file a tax return as a partnership for U.S. federal income tax purposes. Except as otherwise specifically provided herein, all decisions for the conduct Company relating to tax matters including, without limitation, whether to make any tax elections, the positions to be made on the Company's tax returns and the settlement or further contest or litigation of any audit matters raised by the business of Internal Revenue Service or other taxing authority, will be made by the Fund Board. All actions (other than ministerial actions) taken by the Manager, as designated in this Section 3.1 and containing such other provisions as they deem necessarySection 3.2 below, appropriate or desirable, and, will be subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision approval of the By-LawsBoard. Each Member agrees not to treat, on his personal income tax return or any claim for a tax refund, any provision item of income, gain, loss, deduction or credit in a manner inconsistent with the By-Laws may be amended or repealed treatment of such item by the Board without Member authorization or approvalCompany. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Investment Manager shall continue to serve as the initial Member, Investment Manager to the Fund and shall have the authority to manage the business and affairs of the Fund. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the Fund's business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board of Managers may delegate to any other person (including the Investment Manager) any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board of Managers consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers "Managers" under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person," of such company, as such term is defined by the 1940 Act, of such company. During any period in which the Fund Company shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, shall have the authority to manage the business and affairs investment adviser of the FundCompany and to provide the Management Services to the Company. (b) Members, in their capacity as Members, shall have no right to participate in and shall take no part in the management or control of the FundCompany's business and shall have no right, power or authority to act for or bind the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board of Managers may delegate to any other person any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the FundCompany, with such titles and authority as may be determined by the Board of Managers consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund Company shall have no Managers, CSFB Alternative Capital, the Management Services Provider shall continue to serve as the initial Member, shall have Management Services Provider to the authority Company and to manage provide the business and affairs of Management Services to the FundCompany. (b) MembersEach Member agrees not to treat, on such Member's personal income tax return or in their capacity as Membersany claim for a tax refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Company. The Board of Managers shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Company under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the FundCompany's business and shall have no right, power or authority to act for or bind the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (cd) The Board of Managers may delegate to any other person any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable lawOfficers. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers Directors under the Delaware Act laws of the State of Illinois and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such ManagerDirector's authority as delegated by the BoardBoard of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware an Illinois corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware an Illinois corporation who is not an "interested person," of such company, as such term is defined by the 1940 Act, of such company. During any period in which the Fund shall have no ManagersDirectors, CSFB Alternative Capital, as the initial Member, Adviser shall have the authority to manage the business and affairs of the Fund. (b) MembersThe Board of Directors is hereby authorized and empowered to carry out and implement any and all of the purposes of the Fund, including, without limiting the generality of the foregoing: (1) to engage personnel and to do such other acts and incur such other expenses on behalf of the Fund in their capacity accordance with the terms of this Agreement as Membersthe Board of Directors may deem necessary or advisable in connection with the conduct of the Fund's affairs; (2) to engage independent attorneys, accountants, investment advisers, agents or such other persons as it may deem necessary or advisable; (3) to receive, buy, sell, exchange and otherwise trade and deal in Securities of the Fund; (4) to open, conduct and close accounts, including margin and discretionary accounts, with brokers, investment advisers, or other persons and to pay the fees and charges for transactions in such accounts; (5) to open, maintain and close bank, brokerage and other depository accounts; (6) to execute, deliver and perform such other contracts, agreements and such other undertakings as it may deem necessary or advisable for the conduct of the business of the Fund; and (7) to file, if advisable, various tax elections for the Fund. (c) Members shall have no right to participate in and shall take no part in the management or control of the Fund's business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in by the Delaware Actlaws of the State of Illinois. (cd) The Board of Directors shall devote to the Fund such of its efforts as the Board of Directors shall deem necessary for the management of the affairs of the Fund, it being understood that nothing hereto shall require the Board of Directors to devote its full time to the business and affairs of the Company. Nothing contained in this Agreement shall preclude any of the Directors from acting as a director, stockholder, officer or employee of any corporation, a trustee of a trust, a partner of any partnership, a member of any other limited liability company or an administrative official of any governmental entity, from receiving compensation for services rendered in connection with the foregoing, from acting as a principal or employee of any firm, corporation or person with whom the Fund may contract for services or otherwise, or participating in profits derived from investments in any such corporation, company, trust, partnership or other governmental entity or from investing in any securities or other property for his or her own account. (e) The Board of Directors may delegate to any other person any rights, power and authority vested by this Agreement in the Board of Directors to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board of Directors consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunderFund. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such ManagerDirector's authority as delegated by the Board. The parties hereto intend that, to the fullest extent permitted by law, and except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, powers and responsibilities authority on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, powers and authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund shall have no ManagersDirectors, CSFB Alternative Capital, as the initial Member, Advisor shall have manage and control the authority to manage the business Fund. The Directors may make Capital Contributions and affairs of own Units in the Fund. (b) MembersGlobal Asset Management (USA) Inc. shall be the designated tax matters partner for purposes of Section 6231(a)(7) of the Code. Each Member agrees not to treat, on his personal return or in their capacity as Membersany claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Fund. The tax matters partner shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Fund under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the Fund's business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board may delegate to any other person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management Except to the extent otherwise delegated to the Adviser, management and control of the business of the Fund shall be vested in the Board, which shall serve as, and have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers a “manager” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's Director’s authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund shall have no ManagersDirectors, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, shall have the authority investment adviser to manage the business and affairs of the Fund. (b) MembersEach Member agrees not to treat, on his personal return or in their capacity as Membersany claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Fund. The Board shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Fund under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the Fund's ’s business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (cd) The Board may delegate to any other person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their its duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such Manager's Director’s authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, : (i) each Manager Director shall be vested with the same powers, authority, and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation corporation; and (ii) each Independent Manager Director shall be vested with the same powers, authority authority, and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Company Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Actcorporation. During any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capital, as the initial Member, Investment Manager shall continue to have the authority to manage the business and affairs of the FundCompany. (b) MembersEach Member agrees not to treat, on his personal income tax return or in their capacity as Membersany claim for a tax refund, any item of income, gain, loss, deduction, or credit in a manner inconsistent with the treatment of such item by the Company. The Board shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Company under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the Fund's business Company’s business, except to the extent specifically provided herein, and shall have no right, power power, or authority to act for or bind the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act Company Act, or as otherwise required in the Delaware Act. (cd) The Board may delegate to any other person person, including officers of the Company, any rights, power power, and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management The management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers “managers” under the Delaware LLC Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's Director’s authority as delegated by the Board. The parties hereto intend that, except Except to the extent otherwise expressly provided hereinin this Agreement, (i) each Manager Director shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation Puerto Rico corporation; and (ii) each Independent Manager Director shall be vested with the same powers, authority authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a closedopen-end Management management investment company registered under the 1940 Act that is organized as a Delaware Puerto Rico corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund shall have no ManagersDirectors, CSFB Alternative Capitalthe Adviser shall continue to serve as investment adviser to the Fund, as and the initial Member, Adviser and the Adviser shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Directors are elected by the Shareholders or the Fund is dissolved in accordance with Section 6.1 hereof. (b) Members, in their capacity as Members, The Board shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Fund under any provisions of the Code or any other revenue laws. (c) Shareholders shall have no right to participate in and shall take no part in the management or control of the Fund's ’s business and shall have no right, power power, or authority to act for or bind the Fund. Members Shareholders shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or or, subject to the terms of this Agreement, as otherwise required in the Delaware LLC Act. (cd) The Board may delegate to any other person Person any rights, power power, and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, name to exercise all rights, powers, powers and authority of managers “Managers” of a limited liability company under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such Manager's Director’s authority as delegated by the BoardBoard of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, , (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation; and, (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Act. During Subject to Section 2.6 hereof, during any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, shall have Adviser to the authority Company and to manage provide the business and affairs of Management Services to the FundCompany. (b) Members, in their capacity as Members, The Board of Directors shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Company under any provisions of the Code or any other revenue laws. (c) Shareholders shall have no right to participate in and shall take no part in the management or control of the Fund's Company’s business and shall have no right, power or authority to act for or bind the FundCompany. Members Shareholders shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (cd) The Board of Directors may delegate to any other person any rightsright, power and authority vested by this Agreement in the Board of Directors to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-closed- end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation business trust who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Advisor shall continue to serve as the initial Member, Advisor to the Fund and shall have the authority to manage the business and affairs of the Fund. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the Fund's business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board of Managers may delegate to any other person any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board of Managers consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers “Managers” of a limited liability company under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunderunder this Agreement. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's Director’s authority as delegated by the BoardBoard of Directors. The parties hereto to this Agreement intend that, except to the extent otherwise expressly provided hereinin this Agreement, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management Delaware corporation and (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed‑end management investment company registered under the 1940 Investment Company Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Investment Company Act. During Subject to Section 2.6 of this Agreement, during any period in which the Fund shall have no ManagersDirectors, CSFB Alternative Capital, the Investment Manager shall continue to serve as the initial Member, shall have Investment Manager to the authority Fund and to manage provide the business and affairs of Investment Management Services to the Fund. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the Fund's ’s business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Investment Company Act or as otherwise required in the Delaware Act. (c) The Notwithstanding any provision in this Agreement (whether providing for action or determination by the Board of Directors in its discretion or otherwise), the Board of Directors may delegate to any other person any rightsright, power and authority vested by this Agreement in the Board of Directors to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, : (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation corporation; and (ii) each Independent Manager shall be vested with the same powers, authority authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation and who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, as the initial Member, Organizational Member shall have the authority to manage the business and affairs of the Fund. The Managers may make contributions and own Units in the Fund, but are not required to do so; except that, the Manager who serves as the Tax Matters Member is required to be a Member and own Units in the Fund. (b) MembersEach Member agrees not to treat, on his personal income tax return or in their capacity as Membersany claim for a tax refund, any item of income, gain, loss, deduction, or credit in a manner inconsistent with the treatment of such item by the Fund. The Board and the Tax Matters Member shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Fund under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the Fund's business ’s business, except to the extent specifically provided herein, and shall have no right, power power, or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (cd) The Board may delegate to any other person person, including officers of the Fund, any rights, power power, and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person," of such company, as such term is defined by the 1940 Act, of such company. During any period in which the Fund Company shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, shall have the authority to manage the business and affairs investment adviser of the FundCompany and to provide the Management Services to the Company. (b) Each Member agrees not to treat, on his personal income tax return or in any claim for a tax refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Company. The Board of Managers shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Company under any provisions of the Code or any other revenue laws. (c) Members, in their capacity as Members, shall have no right to participate in and shall take no part in the management or control of the FundCompany's business and shall have no right, power or authority to act for or bind the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (cd) The Board of Managers may delegate to any other person any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the FundCompany, with such titles and authority as may be determined by the Board of Managers consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation business trust who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Advisor shall continue to serve as the initial Member, Advisor to the Fund and shall have the authority to manage the business and affairs of the Fund. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the Fund's business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board of Managers may delegate to any other person any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board of Managers consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company and each Series shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, and on behalf of and in the name of each Series, to exercise all rights, powers, powers and authority of managers "Managers" of a limited liability company under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company or any Series except within the scope of such ManagerDirector's authority as delegated by the BoardBoard of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During Subject to Section 2.6 hereof, during any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, shall have Adviser to the authority Company and to manage provide the business and affairs of Management Services to the FundCompany. (b) Members, in their capacity as Members, The Board of Directors shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Company or any Series under any provisions of the Code or any other revenue laws. (c) Shareholders shall have no right to participate in and shall take no part in the management or control of the FundCompany's business and shall have no right, power or authority to act for or bind the FundCompany or any Series. Members Shareholders shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. Voting shall be conducted on a Series-by-Series basis with respect to matters as to which such voting is permitted under the 1940 Act and the Delaware Act. (cd) The Board of Directors may delegate to any other person any rightsright, power and authority vested by this Agreement in the Board of Directors to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have Notwithstanding anything to the full power contrary contained in this Agreement, the Company, and authorityany Director or duly authorized officer or manager on behalf of the Company, acting singly or collectively, is hereby authorized to (i) form as a subsidiary of Multi-Strategy Series M that Successor Multi-Strategy Series M contemplated by the preamble to this Agreement, (ii) contribute all or any portion of the assets of Multi-Strategy Series M to such Successor Multi-Strategy Series M, and (iii) liquidate Multi-Strategy Series M and distribute its assets to Shareholders of Multi-Strategy Series M, all without Member approvalany further act, to authorize one vote or more Classes approval of Units; Units of any Shareholder, Director or any other person or entity. Further, each such Class having such preferencesperson, voting powers singly or collectively, is hereby authorized to execute, deliver, perform and, as appropriate, file with any applicable regulatory authority any and special or relative rights or privileges all documents, agreements (including conversion rightsan Agreement and Plan of Reorganization and Merger), if anycertificates, share or other registrations, or financing statements, all as contemplated by or related to the foregoing transactions described in this Section 3.1(e) as and that merger transaction contemplated by the Board may determine preamble hereto and as Section 9.9(b) hereof and all (excepting performance of such merger, which is subject to the approval requirements described in Section 9.9(b) hereof) without any further act, vote or approval of any Shareholder, Director or any other person or entity. For the avoidance of doubt, the foregoing authorization shall not be set forth in deemed a resolution adopted in accordance with restriction on the By-Lawspowers of a Director or duly authorized officer or manager on behalf of the Company to enter into other agreements on behalf of the Company.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers Directors under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunderhereunder including, but not limited to, the hiring of outside consultants and other persons to assist or advise the Board of Directors. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such ManagerDirector's authority as delegated by the BoardBoard of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Investment Company Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Investment Company Act. During any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capital, the Investment Manager shall continue to serve as the initial Member, shall have Investment Manager to the authority Company and to manage provide the business and affairs of Management Services to the FundCompany. (b) MembersEach Member agrees not to treat, on his personal income tax return or in their capacity as Membersany claim for a tax refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Company. The Board of Directors shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Company under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the FundCompany's business and shall have no right, power or authority to act for or bind the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Investment Company Act or as otherwise required in the Delaware Act. (cd) The Board of Directors may delegate to any other person any rights, power and authority vested by this Agreement in the Board of Directors to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of on 1. Nothing herein shall prohibit a closed-end Management investment company registered under the 1940 Act that is organized as Manager from being a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, as the initial Member, shall have the authority to manage the business and affairs of the Fund. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the Fund's ’s business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Investment Company Act or as otherwise required in the Delaware Act. (c) The Board of Managers may delegate to any other person Person, including without limitation the officers of the Fund designated pursuant to Section 3.2(c), the Adviser or any committee of the Board of Managers, any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board of Managers shall have full power and authority authority, in its sole discretion, and without obtaining any prior authorization or vote of (i) the Members or (ii) the Members holding any Class, to adopt By-Laws providing for create, establish and designate, and to change in any manner, one or more Classes, and to fix such preferences, voting powers, rights and privileges of such Classes as the conduct Managers may from time to time determine, to divide or combine the Shares or any Classes into a greater or lesser number, to classify or reclassify any unissued Shares or any Shares previously issued and reacquired of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of any Class into one or more Classes created pursuant that may be established and designated from time to this section 3.1time, and to amend and repeal take such By-Lawsother action with respect to the Shares as the Managers may deem desirable. Unless another time is specified by the By-Laws specifically require that Members authorize or approve Managers, the amendment or repeal establishment and designation of any Class shall be effective upon the adoption of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed resolution by the Board without Member authorization of Managers setting forth such establishment and designation and the preferences, powers, rights and privileges of the Shares of such Class, whether directly in such resolution or approval. (e) The Board shall have the full power by reference to, or approval of, another document that sets forth such relative rights and authoritypreferences of such Class including, without Member approvallimitation, to authorize one any registration statement of the Fund, or more Classes of Units; Units of each as otherwise provided in such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Lawsresolution.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers "managers" under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such ManagerDirector's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund shall have no ManagersDirectors, CSFB Alternative Capital, the Investment Adviser shall continue to serve as the initial Member, shall have adviser to the authority to manage the business Fund. The Directors may make Capital Contributions and affairs of own Units in the Fund. (b) MembersEach Member agrees not to treat, on his personal income tax return or in their capacity as Membersany claim for a tax refund, any item of income, gain, loss, deduction, or credit in a manner inconsistent with the treatment of such item by the Fund. The Board shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Fund under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the Fund's business business, except to the extent specifically provided herein, and shall have no right, power power, or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (cd) The Board may delegate to any other person person, including officers of the Fund, any rights, power power, and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company and each Series shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, and on behalf of and in the name of each Series, to exercise all rights, powers, powers and authority of managers “Managers” of a limited liability company under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company or any Series except within the scope of such Manager's Director’s authority as delegated by the BoardBoard of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, , (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Act. During Subject to Section 2.6 hereof, during any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, shall have Adviser to the authority Company and to manage provide the business and affairs of Management Services to the FundCompany. (b) Members, in their capacity as Members, The Board of Directors shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Company or any Series under any provisions of the Code or any other revenue laws. (c) Shareholders shall have no right to participate in and shall take no part in the management or control of the Fund's Company’s business and shall have no right, power or authority to act for or bind the FundCompany or any Series. Members Shareholders shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. Voting shall be conducted on a Series-by-Series basis with respect to matters as to which such voting is permitted under the 1940 Act and the Delaware Act. (cd) The Board of Directors may delegate to any other person any rightsright, power and authority vested by this Agreement in the Board of Directors to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director Manager of a closed-end Management management investment company registered under the 1940 Investment Company Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Investment Company Act. During any period in which the Fund The Managers may make Capital Contributions and own Shares. Nothing herein shall have no Managers, CSFB Alternative Capital, as the initial prohibit a Manager from being a Member, shall have the authority to manage the business and affairs of the Fund. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the Fund's ’s business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Investment Company Act or as otherwise required in the Delaware Act. (c) The Board of Managers may delegate to any other person Person, including without limitation the officers of the Fund designated pursuant to Section 3.2(c) or any committee of the Board of Managers, any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board of Managers shall have full power and authority authority, in its sole discretion, and without obtaining any prior authorization or vote of (i) the Members or (ii) the Members holding any Class, to adopt By-Laws providing for create, establish and designate, and to change in any manner, one or more Classes, and to fix such preferences, voting powers, rights and privileges of such Classes as the conduct Managers may from time to time determine, to divide or combine the Shares or any Classes into a greater or lesser number, to classify or reclassify any unissued Shares or any Shares previously issued and reacquired of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of any Class into one or more Classes created pursuant that may be established and designated from time to this section 3.1time, and to amend and repeal take such By-Lawsother action with respect to the Shares as the Managers may deem desirable. Unless another time is specified by the By-Laws specifically require that Members authorize or approve Managers, the amendment or repeal establishment and designation of any Class shall be effective upon the adoption of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed resolution by the Board without Member authorization of Managers setting forth such establishment and designation and the preferences, powers, rights and privileges of the Shares of such Class, whether directly in such resolution or approval. (e) The Board shall have the full power by reference to, or approval of, another document that sets forth such relative rights and authoritypreferences of such Class including, without Member approvallimitation, to authorize one any registration statement of the Fund, or more Classes of Units; Units of each as otherwise provided in such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Lawsresolution.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, Adviser to the Fund and shall have the authority to manage the business and affairs of the Fund. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the Fund's business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board of Managers may delegate to any other person any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board of Managers consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder, including, without limitation, the power to engage the Manager to provide Advice and Management to the Fund. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such ManagerDirector's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund shall have no ManagersDirectors, CSFB Alternative Capital, as the initial Member, Manager shall have the authority continue to manage the business provide Advice and affairs of Management to the Fund. (b) MembersEach Member agrees not to treat, on his personal return or in their capacity as Membersany claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Fund. The Board shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Fund under any provisions of the Code or any other revenue laws. (c) Members (other than the Manager) shall have no right to participate in and shall take no part in the management or control of the Fund's business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (cd) The Board may delegate to any other person person, including the Manager, even if such delegation is greater than the power given to the Manager pursuant to Section 3.4 hereof, any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers "Managers" of a limited liability company under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such ManagerDirector's authority as delegated by the BoardBoard of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act. During Subject to Section 2.6(c) hereof, during any period in which the Fund shall have no ManagersDirectors, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, Adviser to the Fund and shall have the authority to manage the business and affairs of the Fund. (b) Members, in their capacity as Members, shall have no right to participate in and shall take no part in the management or control of the Fund's business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board may delegate to any other person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's Director’s authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, : (i) each Manager Director shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation corporation; and (ii) each Independent Manager Director shall be vested with the same powers, authority authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund shall have no ManagersDirectors, CSFB Alternative Capital, the Manager shall continue to serve as the initial Member, shall have adviser to the authority to manage the business Fund. The Directors may make contributions and affairs of own Units in the Fund. (b) MembersEach Member agrees not to treat, on his personal income tax return or in their capacity as Membersany claim for a tax refund, any item of income, gain, loss, deduction, or credit in a manner inconsistent with the treatment of such item by the Fund. The Board shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Fund under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the Fund's business ’s business, except to the extent specifically provided herein, and shall have no right, power power, or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (cd) The Board may delegate to any other person person, including officers of the Fund, any rights, power power, and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's Director’s authority as delegated by the BoardBoard of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and organized under the Delaware General Corporation Law, (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation, and (iii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by the 1940 Act. During any period in which the Fund shall have no ManagersDirectors, CSFB Alternative Capital, the Management Services Provider shall continue to serve as the initial Member, shall have Management Services Provider to the authority Fund and to manage provide the business and affairs of Management Services to the Fund. (b) Members, in their capacity as Members, shall have no right to participate in and shall take no part in the management or control of the Fund's ’s business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board of Directors may create one or more committees consisting of one or more Directors, and it may delegate to any other person Person any rights, power and authority vested by this Agreement in the Board of Directors to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board of Directors consistent with applicable lawlaw and this Agreement. (d) The Board of Directors shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes classes created pursuant to this section Section 3.1, to amend and repeal such By-Laws; provided, however, that, to the extent the By-Laws are inconsistent with the terms or provisions of this Agreement, the terms and provisions of this Agreement shall control. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-LawsLaws or otherwise required by the 1940 Act, any provision of the By-Laws may be amended or repealed by the Board of Directors without Member authorization or approval. (e) The Board of Directors shall have the full power and authority, without Member approval, subject to applicable law, to authorize one or more Classes classes of UnitsShares; Units Shares of each such Class class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board of Directors may determine and as shall be set forth in a resolution adopted in accordance with this Agreement and, if applicable, the By-Laws. The Board of Directors may, without Member approval, amend this Agreement to provide for the terms of such class or classes or provide for the terms of such class or classes in a written plan adopted by the Board of Directors pursuant to Rule 18f-3 under the 1940 Act.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers Directors under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such ManagerDirector's authority as delegated by the BoardBoard of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capital, the Management Services Provider shall continue to serve as the initial Member, shall have Management Services Provider to the authority Company and to manage provide the business and affairs of Management Services to the FundCompany. (b) MembersEach Member agrees not to treat, on such Member's personal income tax return or in their capacity as Membersany claim for a tax refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Company. The Board of Directors shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Company under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the FundCompany's business and shall have no right, power or authority to act for or bind the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (cd) The Board of Directors may delegate to any other person Person any rights, power and authority vested by this Agreement in the Board of Directors to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable lawOfficers. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management The management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's Director’s authority as delegated by the Board. The parties hereto intend that, except Except to the extent otherwise expressly provided hereinin this Agreement, (i) each Manager Director shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation corporation; and (ii) each Independent Manager Director shall be vested with the same powers, authority authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund shall have no ManagersDirectors, CSFB Alternative Capitalthe Adviser shall continue to serve as investment adviser to the Fund, as and each of the initial Member, Adviser and the Sponsor shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Directors are elected by the Members or the Fund is dissolved in accordance with Section 6.1 hereof. (b) Members, in their capacity as Members, The Board shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Fund under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the Fund's ’s business and shall have no right, power power, or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or or, subject to the terms of this Agreement, as otherwise required in the Delaware Act. (cd) The Board may delegate to any other person Person any rights, power power, and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware stock corporation organized under the Delaware General Corporation Law and, (ii) each Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware stock corporation, and (iiiii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware stock corporation who is not an "“interested person" ” of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative CapitalWFAAM, as the initial MemberMember or its assignee, shall have the authority to manage the business and affairs of the Fund, and to bind the Fund. (b) Subject to the last sentence of Section 3.1(a), Members, in their capacity as Members, shall have no right to participate in and shall take no part in the management or control of the Fund's ’s business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board may create one or more committees consisting of one or more Board Members, and it may delegate to any other person Person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons Persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable lawlaw and with this Agreement. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section Section 3.1, to amend and repeal such By-Laws; provided, however, that, to the extent the By-Laws are inconsistent with the terms or provisions of this Agreement, the terms and provisions of this Agreement shall control. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-LawsLaws or otherwise required by the 1940 Act, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units UnitsShares; Shares of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with this Agreement and, if applicable, the By-Laws. The Board may amend this Agreement, without Member approval, amend this Agreement to provide for the terms of such Class or Classes or provide for the terms of such Class or Classes in a written plan adopted by the Board pursuant to Rule 18f-3 under the 1940 Act.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director Manager of a closed-end Management management investment company registered under the 1940 Investment Company Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Investment Company Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as investment adviser to the initial Member, Fund and shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Managers are elected by the Shareholders or the Fund is dissolved in accordance with Section 6. 1. Nothing herein shall prohibit a Manager from being a Shareholder. (b) Members, in their capacity as Members, Shareholders shall have no right to participate in and shall take no part in the management or control of the Fund's ’s business and shall have no right, power or authority to act for or bind the Fund. Members Shareholders shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Investment Company Act or as otherwise required in the Delaware Act. (c) The Board of Managers may delegate to any other person Person, including without limitation the officers of the Fund designated pursuant to Section 3.2(c), the Adviser or any committee of the Board of Managers, any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board of Managers shall have full power and authority authority, in its sole discretion, and without obtaining any prior authorization or vote of (i) the Shareholders or (ii) the Shareholders holding any Class, to adopt By-Laws providing for create, establish and designate, and to change in any manner, one or more Classes, and to fix such preferences, voting powers, rights and privileges of such Classes as the conduct Managers may from time to time determine, to divide or combine the Shares or any Classes into a greater or lesser number, to classify or reclassify any unissued Shares or any Shares previously issued and reacquired of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of any Class into one or more Classes created pursuant that may be established and designated from time to this section 3.1time, and to amend and repeal take such By-Lawsother action with respect to the Shares as the Managers may deem desirable. Unless another time is specified by the By-Laws specifically require that Members authorize or approve Managers, the amendment or repeal establishment and designation of any Class shall be effective upon the adoption of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed resolution by the Board without Member authorization of Managers setting forth such establishment and designation and the preferences, powers, rights and privileges of the Shares of such Class, whether directly in such resolution or approval. (e) The Board shall have the full power by reference to, or approval of, another document that sets forth such relative rights and authoritypreferences of such Class including, without Member approvallimitation, to authorize one any registration statement of the Fund, or more Classes of Units; Units of each as otherwise provided in such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Lawsresolution.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director Manager of a closed-end Management management investment company registered under the 1940 Investment Company Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Investment Company Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as investment adviser to the initial Member, Fund and shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Managers are elected by the Members or the Fund is dissolved in accordance with Section 6. 1. Nothing herein shall prohibit a Manager from being a Member. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the Fund's ’s business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Investment Company Act or as otherwise required in the Delaware Act. (c) The Board of Managers may delegate to any other person Person, including without limitation the officers of the Fund designated pursuant to Section 3.2(c), the Adviser or any committee of the Board of Managers, any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board of Managers shall have full power and authority authority, in its sole discretion, and without obtaining any prior authorization or vote of (i) the Members or (ii) the Members holding any Class, to adopt By-Laws providing for create, establish and designate, and to change in any manner, one or more Classes, and to fix such preferences, voting powers, rights and privileges of such Classes as the conduct Managers may from time to time determine, to divide or combine the Interests or any Classes into a greater or lesser number, to classify or reclassify any unissued Interests or any Interests previously issued and reacquired of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of any Class into one or more Classes created pursuant that may be established and designated from time to this section 3.1time, and to amend and repeal take such By-Lawsother action with respect to the Interests as the Managers may deem desirable. Unless another time is specified by the By-Laws specifically require that Members authorize or approve Managers, the amendment or repeal establishment and designation of any Class shall be effective upon the adoption of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed resolution by the Board without Member authorization of Managers setting forth such establishment and designation and the preferences, powers, rights and privileges of the Interests of such Class, whether directly in such resolution or approval. (e) The Board shall have the full power by reference to, or approval of, another document that sets forth such relative rights and authoritypreferences of such Class including, without Member approvallimitation, to authorize one any registration statement of the Fund, or more Classes of Units; Units of each as otherwise provided in such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Lawsresolution.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such ManagerDirector's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund shall have no ManagersDirectors, CSFB Alternative Capitalthe Adviser shall continue to serve as investment adviser to the Fund and Prospero Capital Management, as the initial Member, LLC shall have the authority continue to manage the business and affairs of provide services to the Fund. (b) MembersEach Member agrees not to treat, on his personal return or in their capacity as Membersany claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Fund. The Board shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Fund under any provisions of the Code or any other revenue laws. (c) Members (other than the Adviser if it should become a Member, other than the Special Advisory Member) shall have no right to participate in and shall take no part in the management or control of the Fund's business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (cd) The Board may delegate to any other person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act, of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation. During any period in which the Fund shall have no Managers, CSFB Alternative Capitalthe Adviser shall continue to serve as the Adviser to the Fund and shall have, as the initial Special Advisory Member, shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Managers is elected by the Members or the Fund is dissolved in accordance with Section 5.1 hereof. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the Fund's business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Initial Manager or the Board of Managers (as applicable) may delegate to any other person any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board of Managers consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management The management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the Board. The parties hereto intend that, except Except to the extent otherwise expressly provided hereinin this Agreement, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation corporation; and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capitalthe Adviser shall continue to serve as investment adviser to the Fund, as and the initial Member, Adviser shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Managers are elected by the Members or the Fund is dissolved in accordance with Section 6.01 hereof. (b) Members, in their capacity as Members, The Board shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Fund under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the Fund's ’s business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or or, subject to the terms of this Agreement, as otherwise required in the Delaware Act. (cd) The Board may delegate to any other person Person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers "managers" under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Investment Adviser shall continue to serve as the initial Member, shall have adviser to the authority to manage the business Fund. The Managers may make Capital Contributions and affairs of own Units in the Fund. (b) MembersEach Member agrees not to treat, on his personal income tax return or in their capacity as Membersany claim for a tax refund, any item of income, gain, loss, deduction, or credit in a manner inconsistent with the treatment of such item by the Fund. The Board shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Fund under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the Fund's business business, except to the extent specifically provided herein, and shall have no right, power power, or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (cd) The Board may delegate to any other person person, including officers of the Fund, any rights, power power, and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company and each Series shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, and on behalf of and in the name of each Series, to exercise all rights, powers, powers and authority of managers “Managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company or any Series except within the scope of such Manager's Director’s authority as delegated by the BoardBoard of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, shall have Adviser to the authority Company and to manage provide the business and affairs of Management Services to the FundCompany. (b) MembersEach Member agrees not to treat, on his personal income tax return or in their capacity as Membersany claim for a tax refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Company. The Board of Directors shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Company or any Series under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the Fund's Company’s business and shall have no right, power or authority to act for or bind the FundCompany or any Series. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. Voting shall be conducted on a Series-by-Series basis with respect to matters as to which such voting is permitted under the 1940 Act and the Delaware Act. (cd) The Board of Directors may delegate to any other person any rightsright, power and authority vested by this Agreement in the Board of Directors to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company and each Series shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, and on behalf of and in the name of each Series, to exercise all rights, powers, powers and authority of managers "Managers" of a limited liability company under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company or any Series except within the scope of such ManagerDirector's authority as delegated by the BoardBoard of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During Subject to Section 2.6 hereof, during any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, shall have Adviser to the authority Company and to manage provide the business and affairs of Management Services to the FundCompany. (b) Members, in their capacity as Members, The Board of Directors shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Company or any Series under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the FundCompany's business and shall have no right, power or authority to act for or bind the FundCompany or any Series. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. Voting shall be conducted on a Series-by-Series basis with respect to matters as to which such voting is permitted under the 1940 Act and the Delaware Act. (cd) The Board of Directors may delegate to any other person any rightsright, power and authority vested by this Agreement in the Board of Directors to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers “managers” under the Delaware PR Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware Puerto Rico corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director Manager of a closedan open-end Management management investment company registered under the 1940 Investment Company Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Investment Company Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as investment adviser to the initial Member, Fund and shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Managers are elected by the Shareholders or the Fund is dissolved in accordance with Section 6. 1. Nothing herein shall prohibit a Manager from being a Shareholder. (b) Members, in their capacity as Members, Shareholders shall have no right to participate in and shall take no part in the management or control of the Fund's ’s business and shall have no right, power or authority to act for or bind the Fund. Members Shareholders shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Investment Company Act or as otherwise required in the Delaware PR Act. (c) The Board of Managers may delegate to any other person Person, including without limitation the officers of the Fund designated pursuant to Section 3.2(c), the Adviser or any committee of the Board of Managers, any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board of Managers shall have full power and authority authority, in its sole discretion, and without obtaining any prior authorization or vote of (i) the Shareholders or (ii) the Shareholders holding any Class, to adopt By-Laws providing for create, establish and designate, and to change in any manner, one or more Classes, and to fix such preferences, voting powers, rights and privileges of such Classes as the conduct Managers may from time to time determine, to divide or combine the Shares or any Classes into a greater or lesser number, to classify or reclassify any unissued Shares or any Shares previously issued and reacquired of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of any Class into one or more Classes created pursuant that may be established and designated from time to this section 3.1time, and to amend and repeal take such By-Lawsother action with respect to the Shares as the Managers may deem desirable. Unless another time is specified by the By-Laws specifically require that Members authorize or approve Managers, the amendment or repeal establishment and designation of any Class shall be effective upon the adoption of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed resolution by the Board without Member authorization of Managers setting forth such establishment and designation and the preferences, powers, rights and privileges of the Shares of such Class, whether directly in such resolution or approval. (e) The Board shall have the full power by reference to, or approval of, another document that sets forth such relative rights and authoritypreferences of such Class including, without Member approvallimitation, to authorize one any registration statement of the Fund, or more Classes of Units; Units of each as otherwise provided in such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Lawsresolution.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers “Managers” of a limited liability company under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such Manager's Director’s authority as delegated by the BoardBoard of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Act. During Subject to Section 2.6 hereof, during any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, shall have Adviser to the authority Company and to manage provide the business and affairs of Management Services to the FundCompany. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the Fund's Company’s business and shall have no right, power or authority to act for or bind the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Notwithstanding any provision herein (whether providing for action or determination by the Board of Directors in its discretion or otherwise), the Board of Directors may delegate to any other person any rightsright, power and authority vested by this Agreement in the Board of Directors to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act, of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, Adviser to the Fund and shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Managers is elected by the Members or the Fund is dissolved in accordance with Section 5.1 hereof. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the Fund's business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Initial Manager or the Board of Managers (as applicable) may delegate to any other person any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board of Managers consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers "Managers" under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such ManagerDirector's authority as delegated by the BoardBoard of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, as the initial Member, shall have the authority to manage the business and affairs of the Fund. (b) MembersEach Member agrees not to treat, on his personal income tax return or in their capacity as Membersany claim for a tax refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Company. The Board of Directors shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Company under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the FundCompany's business and shall have no right, power or authority to act for or bind the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (cd) The Board of Directors may delegate to any other person any rightsright, power and authority vested by this Agreement in the Board of Directors to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund TEI shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund TEI and in its name, to exercise all rights, powers, and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund TEI and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund TEI except within the scope of such Manager's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund TEI as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund TEI as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund TEI shall have no Managers, CSFB Alternative CapitalGlenwood, as the initial Member, shall have the authority to manage the business and affairs of the FundTEI. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the FundTEI's business and shall have no right, power or authority to act for or bind the FundTEI. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board may delegate to any other person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the FundTEI, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund TEI and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director Manager of a closed-end Management management investment company registered under the 1940 Investment Company Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Investment Company Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as investment adviser to the initial Member, Fund and shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Managers are elected by the Members or the Fund is dissolved in accordance with Section 6.1. The Managers may make Capital Contributions and own Units. Nothing herein shall prohibit a Manager from being a Member. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the Fund's ’s business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Investment Company Act or as otherwise required in the Delaware Act. (c) The Board of Managers may delegate to any other person Person, including without limitation the officers of the Fund designated pursuant to Section 3.2(c), the Adviser or any committee of the Board of Managers, any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund Company shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as the initial MemberAdviser to the Company. During such time period, CIBC WM shall have continue to provide the authority CIBC WM Services to manage the business and affairs of the FundCompany. (b) MembersEach Member agrees not to treat, on such Member's personal income tax return or in their capacity as Membersany claim for a tax refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Company. The Board of Managers shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Company under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the FundCompany's business and shall have no right, power or authority to act for or bind the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (cd) The Board of Managers may delegate to any other person any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act, of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, Adviser to the Fund and shall have the authority to manage the business and affairs of the Fund. (b) Members, in their capacity as Members, Investors shall have no right to participate in and shall take no part in the management or control of the Fund's business and shall have no right, power or authority to act for or bind the Fund. Members Investors shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Initial Manager or the Board of Managers (as applicable) may delegate to any other person any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board of Managers consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's Director’s authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund shall have no ManagersDirectors, CSFB Alternative Capitalthe Adviser shall continue to serve as investment adviser to the Fund and Prospero Capital Management, as the initial Member, LLC shall have the authority continue to manage the business and affairs of provide services to the Fund. (b) MembersEach Member agrees not to treat, on his personal return or in their capacity as Membersany claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Fund. The Board shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Fund under any provisions of the Code or any other revenue laws. (c) Members (other than the Adviser if it should become a Member, other than the Special Advisory Member) shall have no right to participate in and shall take no part in the management or control of the Fund's ’s business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (cd) The Board may delegate to any other person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director Manager of a closed-end Management management investment company registered under the 1940 Investment Company Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Investment Company Act. [During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as investment adviser to the initial Member, Fund and shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Managers are elected by the Members or the Fund is dissolved in accordance with Section 6.1.] The Managers may make Capital Contributions and maintain their own Interests in the Fund. Nothing herein shall prohibit a Manager from being a Member. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the Fund's ’s business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Investment Company Act or as otherwise required in the Delaware Act. (c) The Board of Managers may delegate to any other person Person, including without limitation the officers of the Fund designated pursuant to Section 3.2(c), the Adviser or any committee of the Board of Managers, any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers "Managers" under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such ManagerDirector's authority as delegated by the BoardBoard of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capital, the Adviser may continue to serve as the initial Member, shall have Adviser to the authority Company and to manage provide the business and affairs of Management Services to the FundCompany. (b) MembersEach Member agrees not to treat, on his personal income tax return or in their capacity as Membersany claim for a tax refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Company. The Board of Directors shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Company under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the FundCompany's business and shall have no right, power or authority to act for or bind the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of "voting securities securities" under the 1940 Act or as otherwise required in the Delaware Act. (cd) The officers of the Company shall be a President, one or more Vice-Presidents, a Treasurer, and a Secretary. The Company also may have, at the discretion of the Board of Directors, such other officers as may be appointed in accordance with the provisions of subsection (e) of this Section 3. 1. Any number of offices may be held by the same person. Each of the officers of the Company may but need not be a Director. The officers of the Company, except such officers as may be appointed in accordance with the provisions of subsection (e) or subsection (g) of this Section 3.1, shall be chosen by the Directors, and each shall serve at the pleasure of the Directors. (e) The Directors may appoint and may empower the President to appoint such other officers as the business of the Company may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in this Agreement or as the Directors (or, to the extent the power to prescribe authorities and duties of subordinate officers is delegated to him, the President) may from time to time determine. (f) Any officer may be removed, with or without cause, by the Directors at any regular or special meeting of the Board of Directors. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and unless otherwise specified in notice of a resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party. (g) A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointment to that office. The President may make temporary appointments to a vacant office pending action by the Directors. (h) The President shall, subject to the control of the Board of Directors, have general supervision of the business and the officers of the Company, and shall preside at all meetings of the Board of Directors and of the Members at which he or she shall be present. The President shall have the general powers and duties of supervision and management normally vested in the office of President of a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or this Agreement. (i) In the absence or disability of the President, the Vice-Presidents, in order of their rank as fixed by the Board of Directors, shall perform all the duties of the President and when so acting shall have all powers of and be subject to all the restrictions upon the President. The Vice-Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors, the President or this Agreement. (j) The Secretary shall keep or cause to be kept at the principal place of business of the Company, or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of Board of Directors, committees or other delegates of Directors and Members. The Secretary shall keep or cause to be kept, a register or a duplicate register showing the names of all Members and their addresses, and the Investment Percentage held by each. The Secretary shall give or cause to be given notice of all meetings of the Members and of the Directors (or committees or other delegates thereof) required to be given by this Agreement or by applicable law and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors, the President or this Agreement. (k) The Treasurer shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Company. The books of account shall at all reasonable times be open to inspection by any Director. The Treasurer shall have other powers and perform such other duties as may be prescribed by the Board of Directors, the President or this Agreement. (l) The Board of Directors may delegate to any other person any rightsright, power and authority vested by this Agreement in the Board of Directors to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such Manager's ’s authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" of such company, ,” as such term is defined by in the 1940 ActAct of such company. During any period in which the Fund Company shall have no Managers, CSFB Alternative Capital, the Investment Adviser shall continue to serve as the initial Member, shall have investment adviser to the authority Company and to manage provide Advisory Services to the business and affairs of the FundCompany. (b) MembersEach Member agrees not to treat, on his personal income tax return or in their capacity as Membersany claim for a tax refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Company. The Board of Managers shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Company under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the Fund's Company’s business and shall have no right, power or authority to act for or bind the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (cd) The Board of Managers may delegate to any other person any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the FundCompany, with such titles and authority as may be determined by the Board of Managers consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware stock corporation organized under the Delaware General Corporation Law and (ii) each Independent Manager Ma xxxxx shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware stock corporation who is not an "“interested person" ” of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative CapitalWFAAM, as the initial Member, shall have the authority to manage the business and affairs of the Fund, and to bind the Fund. (b) Subject to the last sentence of Section 3.1(a), Members, in their capacity as Members, shall have no right to participate in and shall take no part in the management or control of the Fund's ’s business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board may create one or more committees consisting of one or more Board Members, and it may delegate to any other person Person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons Persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable lawlaw and with this Agreement. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section Section 3.1, to amend and repeal such By-Laws; provided, however, that, to the extent the By-Laws are inconsistent with the terms or provisions of this Agreement, the terms and provisions of this Agreement shall control. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-LawsLaws or otherwise required by the 1940 Act, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with this Agreement and, if applicable, the By-Laws. The Board may amend this Agreement, without Member approval, to provide for the terms of such Class or Classes.

Management and Control. (a) Management and control of the business of the Master Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Master Fund and in its name, to exercise all rights, powers, and authority of managers "managers" under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Master Fund and their its duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Master Fund except within the scope of such ManagerDirector's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, : (i) each Manager Director shall be vested with the same powers, authority, and responsibilities on behalf of the Master Fund as are customarily vested in each director of a Delaware corporation corporation; and (ii) each Independent Manager Director shall be vested with the same powers, authority authority, and responsibilities on behalf of the Master Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During any period in which the Master Fund shall have no ManagersDirectors, CSFB Alternative Capital, the Manager shall continue to serve as the initial Member, shall have adviser to the authority to manage Master Fund. The Directors may make contributions and own Units in the business and affairs of the Master Fund. (b) MembersEach Member agrees not to treat, on his personal income tax return or in their capacity as Membersany claim for a tax refund, any item of income, gain, loss, deduction, or credit in a manner inconsistent with the treatment of such item by the Master Fund. The Board shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Master Fund under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the Master Fund's business ’s business, except to the extent specifically provided herein, and shall have no right, power power, or authority to act for or bind the Master Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (cd) The Board may delegate to any other person person, including officers of the Master Fund, any rights, power power, and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers "managers" under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such ManagerDirector's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, : (i) each Manager Director shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation corporation; and (ii) each Independent Manager Director shall be vested with the same powers, authority authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund shall have no ManagersDirectors, CSFB Alternative Capital, the Manager shall continue to serve as the initial Member, shall have adviser to the authority to manage the business Fund. The Directors may make contributions and affairs of own Units in the Fund. (b) MembersEach Member agrees not to treat, on his personal income tax return or in their capacity as Membersany claim for a tax refund, any item of income, gain, loss, deduction, or credit in a manner inconsistent with the treatment of such item by the Fund. The Board shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Fund under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the Fund's business business, except to the extent specifically provided herein, and shall have no right, power power, or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (cd) The Board may delegate to any other person person, including officers of the Fund, any rights, power power, and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company and each Series shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, and on behalf of and in the name of each Series, to exercise all rights, powers, powers and authority of managers "Managers" of a limited liability company under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company or any Series except within the scope of such ManagerDirector's authority as delegated by the BoardBoard of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During Subject to Section 2.6 hereof, during any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, shall have Adviser to the authority Company and to manage provide the business and affairs of Management Services to the FundCompany. (b) Members, in their capacity as Members, The Board of Directors shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Company or any Series under any provisions of the Code or any other revenue laws. (c) Shareholders shall have no right to participate in and shall take no part in the management or control of the FundCompany's business and shall have no right, power or authority to act for or bind the FundCompany or any Series. Members Shareholders shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. Voting shall be conducted on a Series-by-Series basis with respect to matters as to which such voting is permitted under the 1940 Act and the Delaware Act. (cd) The Board of Directors may delegate to any other person any rightsright, power and authority vested by this Agreement in the Board of Directors to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have Notwithstanding anything to the full power contrary contained in this Agreement, the Company, and authorityany Director or duly authorized officer or manager on behalf of the Company, acting singly or collectively, is hereby authorized to accept a contribution to the Company of all or any portion of the assets of Multi-Strategy Series M of the Parent ("Multi-Strategy Series M") without Member approvalany further act, to authorize one vote or more Classes approval of Units; Units of any Shareholder, Director or any other person or entity. Further, each such Class having such preferencesperson, voting powers singly or collectively, is hereby authorized to execute, deliver, perform and, as appropriate, file with any applicable regulatory authority any and special or relative rights or privileges all documents, agreements (including conversion rightsan Agreement and Plan of Reorganization and Merger), if anycertificates, share or other registrations, or financing statements, all as contemplated by or related to the foregoing transaction described in this Section 3.1(e) as and the Board may determine and as Merger without any further act, vote or approval of any Shareholder, Director or any other person or entity. For the avoidance of doubt, the foregoing authorization shall not be set forth in deemed a resolution adopted in accordance with restriction on the By-Lawspowers of a Director or duly authorized officer or manager on behalf of the Company to enter into other agreements on behalf of the Company.

Management and Control. (a) Management and control of the business of the Master Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Master Fund and in its name, to exercise all rights, powers, powers and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Master Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Master Fund except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Master Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Master Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person," of such company, as such term is defined by in the 1940 ActAct of such company. During any period in which the Master Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, shall have investment adviser to the authority Master Fund and to manage provide the business and affairs of Management Services to the Master Fund. (b) MembersEach Member agrees not to treat, on his personal income tax return or in their capacity as Membersany claim for a tax refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Master Fund. The Board of Managers shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Master Fund under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the Master Fund's business and shall have no right, power or authority to act for or bind the Master Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (cd) The Board of Managers may delegate to any other person any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Master Fund, with such titles and authority as may be determined by the Board of Managers consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, name to exercise all rights, powers, powers and authority of managers “Managers” of a limited liability company under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager Director shall have the authority Table of Contents individually to act on behalf of or to bind the Fund Company except within the scope of such Manager's Director’s authority as delegated by the BoardBoard of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, , (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation; and, (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Act. During Subject to Section 2.6 hereof, during any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, shall have Adviser to the authority Company and to manage provide the business and affairs of Management Services to the FundCompany. (b) Members, in their capacity as Members, The Board of Directors shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Company under any provisions of the Code or any other revenue laws. (c) Shareholders shall have no right to participate in and shall take no part in the management or control of the Fund's Company’s business and shall have no right, power or authority to act for or bind the FundCompany. Members Shareholders shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (cd) The Board of Directors may delegate to any other person any rightsright, power and authority vested by this Agreement in the Board of Directors to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers "managers" under the Delaware PR Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware Puerto Rico corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director Manager of a closed-an open- end Management management investment company registered under the 1940 Investment Company Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Investment Company Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as investment adviser to the initial Member, Fund and shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Managers are elected by the Shareholders or the Fund is dissolved in accordance with Section 6. 1. Nothing herein shall prohibit a Manager from being a Shareholder. (b) Members, in their capacity as Members, Shareholders shall have no right to participate in and shall take no part in the management or control of the Fund's business and shall have no right, power or authority to act for or bind the Fund. Members Shareholders shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Investment Company Act or as otherwise required in the Delaware PR Act. (c) The Board of Managers may delegate to any other person Person, including without limitation the officers of the Fund designated pursuant to Section 3.2(c), the Adviser or any committee of the Board of Managers, any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board of Managers shall have full power and authority authority, in its sole discretion, and without obtaining any prior authorization or vote of (i) the Shareholders or (ii) the Shareholders holding any Class, to adopt By-Laws providing for create, establish and designate, and to change in any manner, one or more Classes, and to fix such preferences, voting powers, rights and privileges of such Classes as the conduct Managers may from time to time determine, to divide or combine the Shares or any Classes into a greater or lesser number, to classify or reclassify any unissued Shares or any Shares previously issued and reacquired of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of any Class into one or more Classes created pursuant that may be established and designated from time to this section 3.1time, and to amend and repeal take such By-Lawsother action with respect to the Shares as the Managers may deem desirable. Unless another time is specified by the By-Laws specifically require that Members authorize or approve Managers, the amendment or repeal establishment and designation of any Class shall be effective upon the adoption of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed resolution by the Board without Member authorization of Managers setting forth such establishment and designation and the preferences, powers, rights and privileges of the Shares of such Class, whether directly in such resolution or approval. (e) The Board shall have the full power by reference to, or approval of, another document that sets forth such relative rights and authoritypreferences of such Class including, without Member approvallimitation, to authorize one any registration statement of the Fund, or more Classes of Units; Units of each as otherwise provided in such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Lawsresolution.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director Manager of a closed-end Management management investment company registered under the 1940 Investment Company Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Investment Company Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as investment adviser to the initial Member, Fund and shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Managers are elected by the Members or the Fund is dissolved in accordance with 8 Section 6.1. The Managers may make Capital Contributions and maintain their own Interests in the Fund. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the Fund's ’s business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Investment Company Act or as otherwise required in the Delaware Act. (c) The Board of Managers may delegate to any other person Person, including without limitation the officers of the Fund designated pursuant to Section 3.2(c), the Adviser or any committee of the Board of Managers, any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management Subject to the provisions of this Certificate and control of Agreement, the business of the Fund shall be vested managed solely by the Managing General Partners, and they shall have complete and exclusive control over the management, conduct and operation of the Fund's business. Except as otherwise specifically provided in this Certificate and Agreement, the BoardManaging General Partners, which acting pursuant to Section 3.5 hereof, shall have the right, power, power and authority, on behalf of the Fund and in its name, name to exercise all of the rights, powers, powers and authority of managers a partner in a partnership without limited partners under the Delaware Act California Uniform General Partnership Act. Without limiting the foregoing, but subject to the right of the Partners to vote on certain matters affecting the basic structure of the Fund in Article VII below, the Managing General Partners, acting pursuant to Section 3.5 below, shall have the power and authority to: (a) adopt, amend and repeal a Code of Regulations not inconsistent with this Certificate and Agreement providing for the operation of the Fund; (b) appoint one of their number to do be President, who shall preside at all things meetings of Partners, shall be responsible for the execution of policies established by the Managing General Partners and may be the chief executive, financial and accounting officer; (c) appoint from their own number, and terminate, any one or more committees consisting of two or more managing General Partners, including executive committee which may, when the Managing General Partners are not in session, exercise one or all of the power and authority of the Managing General Partners as the Managing General Partners may determine; (d) elect and appoint, delegate authority to, remove and terminate such officers and agents (who need not be Partners) as they consider appropriate; (e) subject always to the continuing supervision of the Managing General Partners, contract The Managing General Partners shall devote themselves to the Fund's business to the extent they may determine necessary and proper for the efficient conduct thereof, which need not, however, occupy their full time. General Partners may also engage in other businesses, whether or not similar in nature to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the Board. The parties hereto intend thatFund, except subject to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf limitations of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, as the initial Member, shall have the authority to manage the business and affairs of the Fund. (b) Members, in their capacity as Members, shall have no right to participate in and shall take no part in the management or control of the Fund's business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board may delegate to any other person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, andFurther, subject to the voting powers limitations of the 1940 Act and the Partnership Act, the fact that: (i) any of the Partners or officers of the Fund is a shareholder, director, officer, partner, trustee, employee, manager, adviser, Principal Underwriter or distributor or agent of or for any corporation, trust, association, or other person, or of or for any parent or affiliate of any person which handles brokerage transactions for the Fund or with which the Fund has or may hereafter enter into an advisory or management contract, or Principal Underwriter's or distributor's contract, or transfer, Shareholder (ii) any corporation, trust, association or other person which handles brokerage transactions for the Fund or with which the Fund has or may hereafter enter into an advisory or management contract or Principal Underwriter's or distributor's contract, or transfer, Shareholder servicing or other contract, also has an advisory or management contract, or Principal Underwriter's or distributor's contract, or transfer, Shareholder servicing or other contract with one or more Classes created pursuant to this section 3.1other corporations, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize trusts, associations, or approve the amendment or repeal of a particular provision other persons, in which any of the By-Laws, any provision Partners or officers of the By-Laws Fund may be amended have an interest, shall not preclude such contracts or repealed by dealings, or affect the Board without Member authorization validity of any such contract or approvaldealings or disqualify any Partner or officer of the Fund from voting upon or executing the same or create any liability or accountability to the Fund or its Shareholders with respect to such contract or dealings. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund Company shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as the initial MemberAdviser to the Company. During such time period, CIBC WM shall have continue to provide the authority CIBC WM Services to manage the business and affairs of the FundCompany. (b) MembersEach Member agrees not to treat, on his personal income tax return or in their capacity as Membersany claim for a tax refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Company. The Board of Managers shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Company under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the FundCompany's business and shall have no right, power or authority to act for or bind the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (cd) The Board of Managers may delegate to any other person any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the Board, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers "manager" as defined under the Delaware Act (but is not the same as the term "Manager" as defined in this Agreement) and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such ManagerDirector's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, (as such term is defined by in the 1940 Act) of such compaxx. During Xxxing any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capitalthe Manager shall continue to provide management and administrative services to the Company pursuant to the Investment Management and Administration Agreements. The Manager will oversee the day-to-day management of the Company and, as subject to the initial Memberapproval of the Board, shall have has the authority to manage to: approve the business acceptance of initial and affairs subsequent subscriptions on behalf of the FundCompany; determine whether additional subscriptions should be suspended; make determinations on the transfer of Interests; and manage and oversee the general administrative and operational aspects of the Company. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the FundCompany's business and shall have no right, power or authority to act for or bind the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board may delegate to any other person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing Company will file a tax return as a partnership for U.S. federal income tax purposes. Except as otherwise specifically provided herein, all decisions for the conduct Company relating to tax matters including, without limitation, whether to make any tax elections, the positions to be made on the Company's tax returns and the settlement or further contest or litigation of any audit matters raised by the business of Internal Revenue Service or other taxing authority, will be made by the Fund Board. All actions (other than ministerial actions) taken by the Manager, as designated in this Section 3.1 and containing such other provisions as they deem necessarySection 3.2 below, appropriate or desirable, and, will be subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision approval of the By-LawsBoard. Each Member agrees not to treat, on his personal income tax return or any claim for a tax refund, any provision item of income, gain, loss, deduction or credit in a manner inconsistent with the By-Laws may be amended or repealed treatment of such item by the Board without Member authorization or approvalCompany. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management The management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's Director’s authority as delegated by the Board. The parties hereto intend that, except Except to the extent otherwise expressly provided hereinin this Agreement, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation corporation; and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, as the initial Member, shall have the authority to manage the business and affairs of the Fund. (b) Members, in their capacity as Members, The Board shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Fund under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the Fund's ’s business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or or, subject to the terms of this Agreement, as otherwise required in the Delaware Act. (cd) The Board may delegate to any other person Person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management Except to the extent otherwise delegated to the Adviser and HSBCAdmin, management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such ManagerDirector's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund shall have no ManagersDirectors, CSFB Alternative Capital, the Adviser shall continue to serve as investment adviser to the initial Member, Fund and HSBCAdmin shall have continue to provide the authority HSBCAdmin Services to manage the business and affairs of the Fund. (b) MembersEach Member agrees not to treat, on his personal return or in their capacity as Membersany claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Fund. The Board shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Fund under any provisions of the Code or any other revenue laws. (c) Members and the Special Advisory Member shall have no right to participate in and shall take no part in the management or control of the Fund's business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (cd) The Board may delegate to any other person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, : (i) each i)each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation corporation; and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person," of such company, as such term is defined by in the 1940 Act, of such company. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, shall have the authority Adviser to manage the business and affairs of the Fund. (b) MembersEach Member agrees not to treat on such Member's personal income tax return or in any claim for a tax refund, any item of income, gain, loss, deduction or credit in their capacity as Members, a manner inconsistent with the treatment of such item by the Fund. The Board of Managers shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Fund under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the Fund's business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (cd) The Board of Managers may delegate to any other person any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable lawOfficers. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director Manager of a closed-end Management management investment company registered under the 1940 Investment Company Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Investment Company Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as investment adviser to the initial Member, Fund and shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Managers are elected by the Members or the Fund is dissolved in accordance with Section 6.1. The Managers may make Capital Contributions and maintain their own Interests in the Fund. Nothing herein shall prohibit a Manager from being a Member. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the Fund's ’s business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Investment Company Act or as otherwise required in the Delaware Act. (c) The Board of Managers may delegate to any other person Person, including without limitation the officers of the Fund designated pursuant to Section 3.2(c), the Adviser or any committee of the Board of Managers, any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management a. The Member shall have the exclusive right to manage the business of the Company, and control shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company and, in general, all powers permitted to be exercised by a managing member under the Act. The Member may appoint, employ or otherwise contract with any persons or entities for the transaction of the business of the Fund shall be vested in Company or the Board, which shall have the right, power, and authority, performance of services for or on behalf of the Fund and in its name, to exercise all rights, powersCompany, and the Member may delegate to any such person or entity such authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, Company as the initial Member, shall have Member may from time to time deem appropriate. b. The Member hereby delegates the authority to manage full and entire management of the business and affairs of the Fund. (b) MembersCompany to the Board of Directors, in their capacity as Members, which shall have no right to participate in and shall take no part in the management or control may exercise all of the Fund's business and shall have no right, power powers that may be exercised or authority to act for or bind performed by the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require Except where the approval of the holders Member is expressly required by this Agreement or by nonwaivable provisions of voting securities under the 1940 Act or as otherwise required in Act, the Delaware Act. (c) The Board may delegate to any other person any rightsof Directors shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Company’s business. The Board of Directors shall have the further power to delegate any and all authority vested by this Agreement to such officers, including, without limitation, the officers described in Section 10, employees, agents and representatives of the Company as it may from time to time deem appropriate. c. Without limiting the generality of Section 9.b, the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board Directors shall have full power and authority to adopt Byauthorize the Company: i. to acquire property from any Person; the fact that a Member or Director is directly or indirectly affiliated or connected with any such Person shall not prohibit the Company from dealing with that Person; ii. to borrow money for the Company from banks, other lending institutions, any of the Member or the Directors, or affiliates of any of the Member or Directors on such terms as they deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums; iii. to purchase liability and other insurance to protect the Company’s property and business; iv. to hold and own any real and/or personal properties in the name of the Company; v. to invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-Laws term governmental obligations, commercial paper or similar type investments; vi. to execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage or disposition of the Company’s property; assignments; bills of sale; leases; partnership agreements; and any other instruments or documents necessary, in the opinion of the Directors, to the business of the Company; vii. to employ accountants, legal counsel, managing agents or other experts to perform services for the Company, and to define their duties and authority, which may include authority granted to the Member or Directors under the Act, and to compensate them from the Company funds; viii. to retain and compensate employees and agents generally, and to define their duties and authority, which may include authority granted to the Member or Directors under the Act; ix. to enter into any and all other agreements on behalf of the Company, with any other Person for any purpose; and x. to do and perform all other acts as may be necessary or appropriate to the conduct of the business Company’s business. d. Each Director shall be at least 18 years of age. A Director need not be a member, a citizen of the Fund United States, or a resident of the State of Delaware. The number of Directors constituting the entire Board of Directors shall be between one (1) and containing ten (10), the exact number fixed from time to time by affirmative vote of a majority of the Directors then in office, but with an initial number of six (6). The use of the phrase “entire Board of Directors” herein refers to the total number of directors which the Company would have if there were no vacancies. e. Any Director may resign at any time by delivering his resignation in writing or electronic transmission to the Company, to take effect at the time specified in the resignation; the acceptance of a resignation, unless required by its terms, shall not be necessary to make it effective. Any or all of the Directors may be removed at any time, either with or without cause, by the Member. Vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of Directors or otherwise, may be filled by the Member or the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining Director. f. Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Company in any other provisions capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. g. Except as they deem necessaryotherwise provided by law, appropriate a majority of the entire Board of Directors, together with a majority of the H&F Representative Directors, shall constitute a quorum. A majority of the Directors present, whether or desirablenot a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the Directors present, together with a majority of the H&F Representative Directors present, at a meeting at which a quorum is present shall be the act of the Board of Directors. h. Meetings of the Board of Directors may be held at any place within or without the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting. Members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall from time to time by resolution determine. Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution of the Board of Directors. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, President or by a majority of the directors then in office. A notice of the place, date and time and the purpose or purposes of each meeting of the Board of Directors shall be given to each director by mailing the same at least two days before the special meeting, or by telegraphing or telephoning the same or by delivering the same personally not later than the day before the day of the meeting. Notice of any meeting of the Board need not be given to any director, however, if waived by him in writing whether before or after such meeting be held, or if he shall be present at such meeting, and any meeting of the Board shall be a legal meeting without any notice thereof having been given, if all the directors then in office shall be present thereat. At all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman’s absence or inability to act the President, or in the President’s absence or inability to act any Vice-President who is a member of the Board of Directors, or in such Vice-President’s absence or inability to act a chairman chosen by the directors, shall preside. The Secretary of the Company shall act as secretary at all meetings of the Board of Directors when present, and, subject in the Secretary’s absence, the presiding officer may appoint any person to act as secretary. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the Directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors. i. From time to time the Board of Directors by a resolution adopted by a majority of the entire Board of Directors may appoint any committee or committees for any purpose or purposes, to the voting extent lawful, which shall have powers of one or more Classes created pursuant to this section 3.1, to amend as shall be determined and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed specified by the Board without Member authorization of Directors in the resolution of appointment. Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes by resolution of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine of Directors. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and as in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be set forth the act of the committee. Each committee shall keep minutes of its proceedings, and actions taken by a committee shall be reported to the Board of Directors. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee consent thereto in a resolution adopted in accordance writing, and the writing or writings are filed with the By-Lawsminutes of proceedings of the committee. In the event any person shall cease to be a director of the Company, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.

Management and Control. (a) Management and control of the business of the Fund Portfolio Company shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund Portfolio Company and in its name, to exercise all rights, powers, and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Portfolio Company and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund Portfolio Company except within the scope of such Manager's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund Portfolio Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund Portfolio Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund Portfolio Company shall have no Managers, CSFB Alternative CapitalLexington Associates I L.P., as the initial Member, shall have the authority to manage the business and affairs of the FundPortfolio Company. (b) Members, in their capacity as Membersmembers, shall have no right to participate in and shall take no part in the management or control of the FundPortfolio Company's business and shall have no right, power or authority to act for or bind the FundPortfolio Company. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board may delegate to any other person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the FundPortfolio Company, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund Portfolio Company and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1Classes, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of UnitsInterests; Units Interests of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Lexington shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund Lexington and in its name, to exercise all rights, powers, and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Lexington and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund Lexington except within the scope of such Manager's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund Lexington as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund Lexington as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund Lexington shall have no Managers, CSFB Alternative CapitalGlenwood, as the initial Member, shall have the authority to manage the business and affairs of the FundLexington. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the FundLexington's business and shall have no right, power or authority to act for or bind the FundLexington. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board may delegate to any other person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the FundLexington, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund Lexington and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1Classes, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management The management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's Director’s authority as delegated by the Board. The parties hereto intend that, except Except to the extent otherwise expressly provided hereinin this Agreement, (i) each Manager Director shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation corporation; and (ii) each Independent Manager Director shall be vested with the same powers, authority authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund shall have no ManagersDirectors, CSFB Alternative Capitalthe Adviser shall continue to serve as investment adviser to the Fund, as and each of the initial Member, Adviser and the Sponsor shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Directors are elected by the Members or the Fund is dissolved in accordance with Section 6.1 hereof. (b) The Board shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Fund under any provisions of the Code or any other revenue laws. (c) Members, in their capacity as Memberssuch, shall have no right to participate in and shall take no part in the management or control of the Fund's ’s business and shall have no right, power power, or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or or, subject to the terms of this Agreement, as otherwise required in the Delaware Act. (cd) The Board may delegate to any other person Person any rights, power power, and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Master Portfolio shall be vested in the Board, which shall have the right, power, power and authority, on behalf of the Fund Master Portfolio and in its name, to exercise all rights, powers, powers and authority of managers “manager” as defined under the Delaware Act (but is not the same as the term “Manager” as defined in this Agreement) and to do all things necessary and proper to carry out the objective and business of the Fund Master Portfolio and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Master Portfolio except within the scope of such Manager's Director’s authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Master Portfolio as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Master Portfolio as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" of such company, ” (as such term is defined by in the 1940 Act0000 Xxx) of such company. During any period in which the Fund Master Portfolio shall have no ManagersDirectors, CSFB Alternative Capitalthe Manager shall continue to provide management services to the Master Portfolio. The Manager will oversee the day-to-day management of the Master Portfolio and, as subject to the initial Memberapproval of the Board, shall have has the authority to manage to: approve the business acceptance of initial and affairs subsequent subscriptions on behalf of the FundMaster Portfolio; determine whether future subscriptions should be accepted; make determinations on the transfer of Interests; and manage and oversee the general administrative and operational aspects of the Master Portfolio. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the Fund's Master Portfolio’s business and shall have no right, power or authority to act for or bind the FundMaster Portfolio. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board may delegate to a committee or to any other person Person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing Master Portfolio will file a tax return as a partnership for U.S. federal income tax purposes. Except as otherwise specifically provided herein, all decisions for the conduct Master Portfolio relating to tax matters including, without limitation, whether to make any tax elections, the positions to be made on the Master Portfolio’s tax returns and the settlement or further contest or litigation of any audit matters raised by the business of Internal Revenue Service or other taxing authority, will be made by the Fund Board. All actions (other than ministerial actions) taken by the Manager, as designated in this Section 3.1 and containing such other provisions as they deem necessarySection 3.2 below, appropriate or desirable, and, will be subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision approval of the By-LawsBoard. Each Member agrees not to treat, on its own income tax return or any claim for a tax refund, any provision item of income, gain, loss, deduction or credit in a manner inconsistent with the By-Laws may be amended or repealed treatment of such item by the Board without Member authorization or approvalMaster Portfolio. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director Manager of a closed-end Management management investment company registered under the 1940 Investment Company Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Investment Company Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as investment adviser to the initial Member, Fund and shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Managers are elected by the Members or the Fund is dissolved in accordance with Section 6.1. The Managers may make Capital Contributions and maintain their own Interests in the Fund. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the Fund's ’s business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Investment Company Act or as otherwise required in the Delaware Act. (c) The Board of Managers may delegate to any other person Person, including without limitation the officers of the Fund designated pursuant to Section 3.2(c), the Adviser or any committee of the Board of Managers, any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers "Managers" under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such ManagerDirector's authority as delegated by the BoardBoard of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in a director of a Delaware corporation and (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capital, the Advisor may continue to serve as the initial Member, shall have Advisor to the authority Company and to manage provide the business and affairs of Management Services to the FundCompany. (b) The Directors shall owe to the Company and its Members the same fiduciary duties as directors of corporations owe to such corporations and their stockholders under the Delaware General Corporation Law. The Directors may perform such acts as in their sole discretion are proper for conducting the business of the Company. The enumeration of any specific power herein shall not be construed as limiting the aforesaid power. Such powers of the Directors may be exercised without order of or resort to any court. (c) The Directors shall have power, subject to the Fundamental Policies in effect from time to time with respect to the Company, to: (1) manage, conduct, operate and carry on the business of an investment company; (2) subscribe for, invest in, reinvest in, purchase or otherwise acquire, hold, pledge, sell, assign, transfer, exchange, distribute or otherwise deal in or dispose of any and all sorts of property, tangible or intangible, including but not limited to securities of any type whatsoever, whether equity or non-equity, of any issuer, evidences of indebtedness of any Person and any other rights, interests, instruments or property of any sort and to exercise any and all rights, powers and privileges of ownership or interest in respect of any and all such investments of every kind and description, including, without limitation, the right to consent and otherwise act with respect thereto, with power to designate one or more Persons to exercise any of said rights, powers and privileges in respect of any of said investments. The Directors shall not be limited by any law limiting the investments which may be made by fiduciaries. (d) The Directors shall have the power to issue (in an unlimited amount and in one or more classes or in one or more series within any class), sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in, Units and, subject to the more detailed provisions set forth in this Agreement, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Units any funds or property whether capital or surplus or otherwise, to the full extent now or hereafter permitted corporations formed under the Delaware General Corporation Law. (e) Subject to the Fundamental Policies in effect from time to time with respect to the Company, the Directors shall have the power to borrow money or otherwise obtain credit or utilize leverage to the maximum extent permitted by law or regulation as such may be needed from time to time and to secure the same by mortgaging, pledging or otherwise subjecting as security the assets of the Company, including the lending of portfolio securities, and to endorse, guarantee, or undertake the performance of any obligation, contract or engagement of any other person, firm, association or corporation. (f) The Directors shall have the power, consistent with their continuing exclusive authority over the management of the Company and the Property of the Company, to delegate from time to time to such of their number or to officers, employees or agents of the Company the doing of such things, including any matters set forth in this Agreement, and the execution of such instruments either in the name of the Company or the names of the Directors or otherwise as the Directors may deem expedient. The Directors may designate one or more committees which shall have all or such lesser portion of the authority of the entire Board of Directors as the Directors shall determine from time to time except to the extent action by the entire Board of Directors or particular Directors is required by the 1000 Xxx. (g) The Directors shall have power to collect all property due to the Company; to pay all claims, including taxes, against the Property of the Company or the Company, the Directors or any officer, employee or agent of the Company; to prosecute, defend, compromise or abandon any claims relating to the Property of the Company or the Company, or the Directors or any officer, employee or agent of the Company; to foreclose any security interest securing any obligations, by virtue of which any property is owed to the Company; and to enter into releases, agreements and other instruments. Except to the extent required for a corporation formed under the Delaware General Corporation Law, the Members shall have no power to vote as to whether or not a court action, legal proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Company or the Members. (h) The Directors shall have power to incur and pay out of the assets or income of the Company any expenses which in the opinion of the Directors are necessary or incidental to carry out any of the purposes of this Agreement, and the business of the Company, and to pay reasonable compensation from the funds of the Company to themselves as Directors. The Directors shall fix the compensation of all officers, employees and Directors. The Directors may pay themselves such compensation for special services, including legal, underwriting, syndicating and brokerage services, as they in good faith may deem reasonable and reimbursement for expenses reasonably incurred by themselves on behalf of the Company. The Directors shall have the power, as frequently as they may determine, to cause each Member to pay directly, in advance or arrears, for charges of distribution, of the custodian or transfer, Member servicing or similar agent, a pro rata amount as defined from time to time by the Directors, by setting off such charges due from such Member from declared but unpaid dividends or distributions owed such Member and/or by reducing a Member's interest in the Company. (i) The Directors shall have the exclusive authority to adopt and from time to time amend or repeal By-Laws for the conduct of the business of the Company. (j) The Directors shall have the power to: (a) employ or contract with such Persons as the Directors may deem desirable for the transaction of the business of the Company; (b) enter into joint ventures, partnerships and any other combinations or associations; (c) purchase, and pay for out of Property of the Company, insurance policies insuring the Members, Directors, officers, employees, agents, investment advisors, distributors, selected dealers or independent contractors of the Company against all claims arising by reason of holding any such position or by reason of any action taken or omitted by any such Person in their capacity such capacity, whether or not constituting negligence, or whether or not the Company would have the power to indemnify such Person against such liability; (d) establish pension, profit-sharing, interest purchase, and other retirement, incentive and benefit plans for any Directors, officers, employees and agents of the Company; (e) make donations, irrespective of benefit to the Company, for charitable, religious, educational, scientific, civic or similar purposes; (f) to the extent permitted by law, indemnify any Person with whom the Company has dealings, including without limitation any advisor, administrator, manager, transfer agent, custodian, distributor or selected dealer, or any other person as Membersthe Directors may see fit to such extent as the Directors shall determine; (g) guarantee indebtedness or contractual obligations of others; (h) determine and change the Fiscal Year of the Company and the method in which its accounts shall be kept; (i) file all tax returns for the Company, make any tax elections for the Company and generally manage the affairs of the Company as it relates to the Company's taxation and tax status; and (j) adopt a seal for the Company but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Company. (k) The Directors shall have the power to conduct the business of the Company and carry on its operations in any and all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, and in any and all commonwealths, territories, dependencies, colonies, possessions, agencies or instrumentalities of the United States of America and of foreign governments, and to do all such other things and execute all such instruments as they deem necessary, proper or desirable in order to promote the interests of the Company although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Company made by the Directors in good faith shall be conclusive. In construing the provisions of this Agreement, the presumption shall be in favor of a grant of power to the Directors. The Directors will not be required to obtain any court order to deal with the Property of the Company. (l) Members shall have no right to participate in and shall take no part in the management or control of the FundCompany's business and shall have no right, power or authority to act for or bind the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of "voting securities securities" under the 1940 Act or as otherwise required in the Delaware Act. (cm) The Board may delegate to any other person any rightsDirectors shall elect a President, power a Secretary and authority vested by this Agreement in the Board to the extent permissible under applicable law, a Treasurer and may appoint persons to elect a Chairman or Vice Chairman who shall serve as officers at the pleasure of the Fund, with such titles and authority as Directors or until their successors are elected. The Directors may be determined by elect or appoint or may authorize the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rightsChairman, if any) , the Vice Chairman, if any, or President to appoint such other officers or agents with such powers as the Board Directors may determine deem to be advisable. A Chairman and as any Vice Chairman shall, and the President, Secretary and Treasurer may, but need not, be a Director. The term of office of an officer shall be set forth terminate and a vacancy shall occur in a resolution adopted in accordance with the By-Lawsevent of the death, resignation, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the office, or removal, of an officer.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers Directors under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such ManagerDirector's authority as delegated by the BoardBoard of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, shall have Adviser to the authority Company and to manage provide the business and affairs of Management Services to the FundCompany. (b) MembersEach Member agrees not to treat, on his personal income tax return or in their capacity as Membersany claim for a tax refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Company. The Board of Directors shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Company under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the FundCompany's business and shall have no right, power or authority to act for or bind the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. Members of each Class shall vote together except on matters that affect only one Class. (cd) The Board of Directors may delegate to any other person any rights, power and authority vested by this Agreement in the Board of Directors to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, name to exercise all rights, powers, powers and authority of managers “Managers” of a limited liability company under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such Manager's Director’s authority as delegated by the BoardBoard of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, , (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-Delaware corporation; and, (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Act. During Subject to Section 2.6 hereof, during any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, shall have Adviser to the authority Company and to manage provide the business and affairs of Management Services to the FundCompany. (b) Members, in their capacity as Members, The Board of Directors shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Company under any provisions of the Code or any other revenue laws. (c) Shareholders shall have no right to participate in and shall take no part in the management or control of the Fund's Company’s business and shall have no right, power or authority to act for or bind the FundCompany. Members Shareholders shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (cd) The Board of Directors may delegate to any other person any rightsright, power and authority vested by this Agreement in the Board of Directors to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act, of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, Adviser to the Fund and shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Managers is elected by the Members or the Fund is dissolved in accordance with Section 5.1 hereof. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the Fund's business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Initial Manager or Board of Managers, as applicable, may delegate to any other person any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board of Managers consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business business, operations, affairs and properties of the Fund shall be vested in the BoardBoard of Managers, which collectively shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder, including making all decisions regarding the aforementioned matters and to perform any and all other acts or activities customary or incidental to the business, operations, affairs and properties of the Fund. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director Manager of a closed-end Management management investment company registered under the 1940 Investment Company Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Investment Company Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as investment adviser to the initial Member, Fund and shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Managers are elected by the Shareholders or the Fund is dissolved in accordance with Section 6.1. Nothing herein shall prohibit a Manager from being a Shareholder. (b) Members, in their capacity as Members, Shareholders shall have no right to participate in and shall take no part in the management or control of the Fund's ’s business and shall have no right, power or authority to act for or bind the Fund. Members Shareholders shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Investment Company Act or as otherwise required in the Delaware Act. (c) The Board of Managers may delegate to any other person Person, including without limitation the officers of the Fund designated pursuant to Section 3.2(c), the Adviser or any committee of the Board of Managers, any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board of Managers shall have full power and authority authority, in its sole discretion, and without obtaining any prior authorization or vote of (i) the Shareholders or (ii) the Shareholders holding any Class, to adopt By-Laws providing for the conduct of the business of the Fund create, establish and containing such other provisions as they deem necessary, appropriate or desirabledesignate, and, subject to the terms of this Agreement, to change in any manner, one or more Classes, and to fix such designations, preferences, voting powers powers, rights, privileges, and powers, and the qualifications, limitations or restrictions thereof, duties, liabilities, and obligations of such Classes, as the Board of Managers may from time to time determine, and to divide or combine the Shares or any Classes into a greater or lesser number, to classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Class into one or more Classes created pursuant that may be created, established and designated from time to time, and, subject to the terms of this section 3.1Agreement, to amend and repeal take such By-Lawsother action with respect to the Shares as the Managers may deem desirable. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed another time is specified by the Board without Member authorization or approval. (e) The of Managers, the creation, establishment and designation of any Class shall be effective upon the adoption of a resolution by the Board shall have of Managers setting forth such creation, establishment and designation and the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion powers, rights, if any) privileges, and powers, and the qualifications, limitations or restrictions thereof, duties, liabilities, and obligations of the Shares of such Class, whether directly in such resolution or by reference to, or approval of, another document that sets forth the same including, without limitation, any registration statement of the Fund, or as otherwise provided in such resolution. The Board of Managers is hereby authorized to amend this Agreement to reflect any such creation, establishment, designation and fixing of the Board may determine terms of a Class and as shall be set forth in a resolution adopted in accordance with the By-Lawsany such issuance.

Management and Control. (a) Management Except to the extent otherwise delegated to the Adviser, management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's Director’s authority as delegated by the Board. The parties hereto intend that, except Except to the extent otherwise expressly provided hereinin this Agreement, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund shall have no ManagersDirectors, CSFB Alternative Capital, the Adviser shall continue to serve as investment adviser to the initial Member, Fund and shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Directors are elected by the Members or the Fund is dissolved in accordance with Section 6.1 hereof. (b) MembersEach Member agrees not to treat, on his personal return or in their capacity as Membersany claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Fund. The Board shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Fund under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the Fund's ’s business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (cd) The Board may delegate to any other person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers a manager under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person," of such company, as such term is defined by the 1940 Act, of such company. During any period in which the Fund Company shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, shall have the authority to manage the business and affairs investment adviser of the FundCompany. (b) Members, in their capacity as Members, The Board of Managers shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Company under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the FundCompany's business and shall have no right, power or authority to act for or bind the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities of the Company under the 1940 Act or as otherwise required in by the Delaware Act. (cd) The Board of Managers may delegate to any other person any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable lawOfficers. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers Directors under the Delaware Act applicable law and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunderhereunder including, but not limited to, the hiring of outside consultants and other persons to assist or advise the Board of Directors. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such ManagerDirector's authority as delegated by the BoardBoard of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Investment Company Act that is organized as a Delaware corporation trust who is not an "interested person" of such company, company as such term is defined by in the 1940 Investment Company Act. During any period in which the Fund shall have no ManagersDirectors, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, shall have Adviser to the authority Fund and to manage provide the business and affairs of Management Services to the Fund. (b) MembersTo the extent consistent with Section 3.1(a) and the Investment Company Act, the General Partner shall exercise authority over the Fund. Except as authorized by the General Partner, the Limited Partners shall have no authority or right to act on behalf of the Fund in connection with any matter. The General Partner has the right to delegate its responsibilities hereunder, including the responsibility of providing certain management, administrative and auditing services, to suitable parties that may be reasonably compensated by the Fund. The General Partner may also retain such other suitable parties (including affiliates of the General Partner) to provide services to the Fund, including legal, consulting, accounting, administrative and auditing services. Furthermore, the General Partner may enter into agreements with such parties on behalf of the Fund, which agreements may include provisions for the indemnification and exculpation of such parties, in their capacity as Memberscertain circumstances, by the Fund. (c) Each Partner agrees not to treat, on his personal income tax return or in any claim for a tax refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Fund. The Board of Directors shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Fund under any provisions of the Code or any other revenue laws. (d) Limited Partners shall have no right to participate in and shall take no part in the management or control of the Fund's business and shall have no right, power or authority to act for or bind the Fund. Members Partners shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Investment Company Act or as otherwise required in the Delaware Act. (ce) The Board of Directors may delegate to any other person any rights, power and authority vested by this Agreement in the Board of Directors to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (df) The Board shall have full Persons dealing with the Fund are entitled to rely conclusively upon the certificate of the General Partner to the effect that it is then acting as General Partner and upon the power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions General Partner as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approvalherein set forth. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their its duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such Manager's Director’s authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, : (i) each Manager Director shall be vested with the same powers, authority, and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation corporation; and (ii) each Independent Manager Director shall be vested with the same powers, authority authority, and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Company Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Actcorporation. During any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capital, as the initial Member, Investment Manager shall continue to have the authority to manage the business and affairs of the FundCompany. (b) MembersEach Member agrees not to treat, on his personal income tax return or in their capacity as Membersany claim for a tax refund, any item of income, gain, loss, deduction, or credit in a manner inconsistent with the treatment of such item by the Company. The Board shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Company under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the Fund's business Company’s business, except to the extent specifically provided herein, and shall have no right, power power, or authority to act for or bind the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act Company Act, or as otherwise required in the Delaware Act. (cd) The Board may delegate to any other person person, including officers of the Company, any rights, power power, and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board of Directors shall have the full power and authority, in its sole discretion, and without Member approvalobtaining any prior authorization or vote of the Members of the Fund or any Class of the Fund, to authorize create, establish and designate, and to change in any manner, one or more Classes of Units; Units of each such Class having , and to fix such preferences, voting powers powers, rights and special privileges of such Classes as the Directors may from time to time determine, to divide or combine the Units or any Classes into a greater or lesser number, to classify or reclassify any unissued Units or any Units previously issued and reacquired of any Class into one or more Classes that may be established and designated from time to time, and to take such other actions with respect to the Units as the Directors may deem desirable. Unless another time is specified by the Directors, the establishment and designation of any Class shall be effective upon the adoption of a resolution by the Board of Directors setting forth such establishment and designation and the preferences, powers, rights and privileges of the Units of such Class whether directly in such resolution or by reference to, or approval of, another document that sets forth such relative rights and preferences of such Class including, without limitation, any registration statement of the Fund, or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth otherwise provided in a resolution adopted in accordance with the By-Lawssuch resolution.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware stock corporation organized under the Delaware General Corporation Law, (ii) each Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware stock corporation, and (iiiii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware stock corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, as the initial Member, ASGI or its assignee shall have the authority to manage the business and affairs of the Fund. (b) Members, in their capacity as Members, shall have no right to participate in and shall take no part in the management or control of the Fund's business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board may delegate to any other person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approvalbind it. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the Board, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers “manager” as defined under the Delaware Act (but is not the same as the term “Manager” as defined in this Agreement) and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such Manager's Director’s authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" of such company, ” (as such term is defined by in the 1940 Act0000 Xxx) of such company. During any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capital, as the initial Member, Manager shall have the authority to manage the business and affairs of the FundCompany. The Manager will oversee the day-to-day management of the Company and, subject to the approval of the Board, has the authority to: approve the acceptance of initial and subsequent subscriptions on behalf of the Company; determine whether future subscriptions should be accepted; make determinations on the transfer of Interests; and manage and oversee the general administrative and operational aspects of the Company. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the Fund's Company’s business and shall have no right, power or authority to act for or bind the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board may delegate to a committee or to any other person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing Company will file a tax return as a partnership for U.S. federal income tax purposes. Except as otherwise specifically provided herein, all decisions for the conduct Company relating to tax matters including, without limitation, whether to make any tax elections, the positions to be made on the Company’s tax returns and the settlement or further contest or litigation of any audit matters raised by the business of Internal Revenue Service or other taxing authority, will be made by the Fund Board.All actions (other than ministerial actions) taken by the Manager, as designated in this Section 3.1 and containing such other provisions as they deem necessarySection 3.2 below, appropriate or desirable, and, will be subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision approval of the By-LawsBoard. Each Member agrees not to treat, on his personal income tax return or any claim for a tax refund, any provision item of income, gain, loss, deduction or credit in a manner inconsistent with the By-Laws may be amended or repealed treatment of such item by the Board without Member authorization or approvalCompany. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund Company shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as the initial MemberAdviser to the Company. During such time period, CIBC Opco shall have continue to provide the authority CIBC Opco Services to manage the business and affairs of the FundCompany. (b) MembersEach Member agrees not to treat, on his personal income tax return or in their capacity as Membersany claim for a tax refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Company. The Board of Managers shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Company under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the FundCompany's business and shall have no right, power or authority to act for or bind the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (cd) The Board of Managers may delegate to any other person any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware stock corporation organized under the Delaware General Corporation Law and, (ii) each Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware stock corporation, and (iiiii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware stock corporation who is not an "“interested person" ” of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no other Managers, CSFB Alternative CapitalASGI, as the initial Initial Managing Member, or its assignee shall have the authority to manage the business and affairs of the Fund, and to bind the Fundit. (b) Subject to the last sentence of Section 3.1(a), Members, in their capacity as Members, shall have no right to participate in and shall take no part in the management or control of the Fund's ’s business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board may create one or more committees consisting of one or more Board Membersmembers, and it may delegate to any other person Person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons Persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable lawlaw and with this Agreement. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section Section 3.1, to amend and repeal such By-Laws; provided, however, that, to the extent the By-Laws are inconsistent with the terms or provisions of this Agreement, the terms and provisions of this Agreement shall control. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-LawsLaws or otherwise required by the 1940 Act, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, subject to applicable law, to authorize one or more Classes of UnitsInterests; Units InterestsShares; Shares of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with this Agreement and, if applicable, the By-Laws. The Board may amend this Agreement, without Member approval, amend this Agreement to provide for the terms of such Class or Classes or provide for the terms of such Class or Classes in a written plan adopted by the Board pursuant to Rule 18f-3 under the 1940 Act.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Investment Manager shall continue to serve as the initial Member, Investment Manager to the Fund and shall have the authority to manage the business and affairs of the Fund. (b) Members, in their capacity as Members, Members shall have no right to participate in and shall take no part in the management or control of the Fund's ’s business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board of Managers may delegate to any other person (including the Investment Manager) any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board of Managers consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware stock corporation organized under the Delaware General Corporation Law, (ii) each Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware stock corporation, and (iiiii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware stock corporation who is not an "“interested person" ” of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, as the initial Member, ASGI or its assignee shall have the authority to manage the business and affairs of the FundFund and to bind it. (b) Subject to the last sentence of Section 3.1(a), Members, in their capacity as Members, shall have no right to participate in and shall take no part in the management or control of the Fund's ’s business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board may create one or more committees consisting of one or more Board members, and it may delegate to any other person Person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons Persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable lawlaw and with this Agreement. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section Section 3.1, to amend and repeal such By-Laws; provided, however, that, to the extent the By-Laws are inconsistent with the terms or provisions of this Agreement, the terms and provisions of this Agreement shall control. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-LawsLaws or otherwise required by the 1940 Act, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, subject to applicable law, to authorize one or more Classes of UnitsShares; Units Shares of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with this Agreement and, if applicable, the By-Laws. The Board may, without Member approval, amend this Agreement to provide for the terms of such Class or Classes or provide for the terms of such Class or Classes in a written plan adopted by the Board pursuant to Rule 18f-3 under the 1940 Act.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers a manager under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person," of such company, as such term is defined by the 1940 Act, of such company. During any period in which the Fund Company shall have no Managers, CSFB Alternative Capital, the Management Services Provider shall continue to serve as the initial Member, shall have management services provider to the authority to manage the business and affairs of the FundCompany. (b) Members, in their capacity as Members, The Board of Managers shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Company under any provisions of the Code or any other revenue laws. (c) Members shall have no right to participate in and shall take no part in the management or control of the FundCompany's business and shall have no right, power or authority to act for or bind the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities of the Company under the 1940 Act or as otherwise required in by the Delaware Act. (cd) The Board of Managers may delegate to any other person any rights, power and authority vested by this Agreement in the Board of Managers to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable lawOfficers. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company and each Series shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, and on behalf of and in the name of each Series, to exercise all rights, powers, powers and authority of managers “Managers” of a limited liability company under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company or any Series except within the scope of such Manager's Director’s authority as delegated by the BoardBoard of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, , (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Act. During Subject to Section 2.6 hereof, during any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, shall have Adviser to the authority Company and to manage provide the business and affairs of Management Services to the FundCompany. (b) Members, in their capacity as Members, The Board of Directors shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Company or any Series under any provisions of the Code or any other revenue laws. (c) Shareholders shall have no right to participate in and shall take no part in the management or control of the Fund's Company’s business and shall have no right, power or authority to act for or bind the FundCompany or any Series. Members Shareholders shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. Voting shall be conducted on a Series-by-Series basis with respect to matters as to which such voting is permitted under the 1940 Act and the Delaware Act. (cd) The Board of Directors may delegate to any other person any rightsright, power and authority vested by this Agreement in the Board of Directors to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers “Managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such Manager's Director’s authority as delegated by the BoardBoard of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in a director of a Delaware corporation and (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capital, the Adviser may continue to serve as the initial Member, shall have Adviser to the authority Company and to manage provide the business and affairs of Management Services to the FundCompany. (b) The Directors shall owe to the Company and its Members the same fiduciary duties as directors of corporations owe to such corporations and their stockholders under the Delaware General Corporation Law. The Directors may perform such acts as in their sole discretion are proper for conducting the business of the Company. The enumeration of any specific power herein shall not be construed as limiting the aforesaid power. Such powers of the Directors may be exercised without order of or resort to any court. (c) The Directors shall have power, subject to the Fundamental Policies in effect from time to time with respect to the Company, to: (1) manage, conduct, operate and carry on the business of an investment company; (2) subscribe for, invest in, reinvest in, purchase or otherwise acquire, hold, pledge, sell, assign, Transfer, exchange, distribute or otherwise deal in or dispose of any and all sorts of property, tangible or intangible, including but not limited to securities of any type whatsoever, whether equity or non-equity, of any issuer, evidences of indebtedness of any person and any other rights, interests, instruments or property of any sort and to exercise any and all rights, powers and privileges of ownership or interest in respect of any and all such investments of every kind and description, including, without limitation, the right to consent and otherwise act with respect thereto, with power to designate one or more Persons to exercise any of said rights, powers and privileges in respect of any of said investments. The Directors shall not be limited by any law limiting the investments which may be made by fiduciaries. (d) The Board of Directors shall have the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, Transfer, and otherwise deal in, Units, including Units in fractional denominations, and, subject to the more detailed provisions set forth in this Agreement, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Units any funds or property whether capital or surplus or otherwise, to the full extent now or hereafter permitted corporations formed under the Delaware General Corporation Law. (e) Subject to the Fundamental Policies in effect from time to time with respect to the Company, the Directors shall have the power to borrow money or otherwise obtain credit or utilize leverage to the maximum extent permitted by law or regulation as such may be needed from time to time and to secure the same by mortgaging, pledging or otherwise subjecting as security the assets of the Company, including the lending of portfolio securities, and to endorse, guarantee, or undertake the performance of any obligation, contract or engagement of any other person, firm, association or corporation. (f) The Directors shall have the power, consistent with their continuing exclusive authority over the management of the Company and the property of the Company, to delegate from time to time to such of their number or to officers, employees or agents of the Company the doing of such things, including any matters set forth in this Agreement, and the execution of such instruments either in the name of the Company or the names of the Directors or otherwise as the Directors may deem expedient. The Directors may designate one or more committees which shall have all or such lesser portion of the authority of the entire Board of Directors as the Directors shall determine from time to time except to the extent action by the entire Board of Directors or particular Directors is required by the 1000 Xxx. (g) The Directors shall have power to collect all property due to the Company; to pay all claims, including taxes, against the property of the Company or the Company, the Directors or any officer, employee or agent of the Company; to prosecute, defend, compromise or abandon any claims relating to the property of the Company or the Company, or the Directors or any officer, employee or agent of the Company; to foreclose any security interest securing any obligations, by virtue of which any property is owed to the Company; and to enter into releases, agreements and other instruments. Except to the extent required for a corporation formed under the Delaware General Corporation Law, the Members shall have no power to vote as to whether or not a court action, legal proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Company or the Members. (h) The Directors shall have power to incur and pay out of the assets or income of the Company any expenses which in the opinion of the Directors are necessary or incidental to carry out any of the purposes of this Agreement, and the business of the Company, and to pay reasonable compensation from the funds of the Company to themselves as Directors. The Directors shall fix the compensation of all officers, employees and Directors. The Directors may pay themselves such compensation for special services, including legal, underwriting, syndicating and brokerage services, as they in good faith may deem reasonable and reimbursement for expenses reasonably incurred by themselves on behalf of the Company. (i) The Directors shall have the exclusive authority to adopt and from time to time amend or repeal By-Laws for the conduct of the business of the Company. (j) The Directors shall have the power to: (a) employ or contract with such Persons as the Directors may deem desirable for the transaction of the business of the Company; (b) enter into joint ventures, partnerships and any other combinations or associations; (c) purchase, and pay for out of property of the Company, insurance policies insuring the Members, Directors, officers, employees, agents, investment advisers, distributors, selected dealers or independent contractors of the Company against all claims arising by reason of holding any such position or by reason of any action taken or omitted by any such Person in their capacity such capacity, whether or not constituting negligence, or whether or not the Company would have the power to indemnify such Person against such liability; (d) establish pension, profit-sharing, Unit purchase, and other retirement, incentive and benefit plans for any Directors, officers, employees and agents of the Company; (e) make donations, irrespective of benefit to the Company, for charitable, religious, educational, scientific, civic or similar purposes; (f) to the extent permitted by law, indemnify any Person with whom the Company has dealings, including without limitation any Adviser, administrator, manager, transfer agent, custodian, distributor or selected dealer, or any other person as Membersthe Directors may see fit to such extent as the Directors shall determine; (g) guarantee indebtedness or contractual obligations of others; and (h) determine and change the Fiscal Year of the Company and the method in which its accounts shall be kept. (k) The Directors shall have the power to conduct the business of the Company and carry on its operations and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, and in any and all commonwealths, territories, dependencies, colonies, possessions, agencies or instrumentalities of the United States of America and of foreign governments, and to do all such other things and execute all such instruments as they deem necessary, proper or desirable in order to promote the interests of the Company although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Company made by the Directors in good faith shall be conclusive. In construing the provisions of this Agreement, the presumption shall be in favor of a grant of power to the Directors. The Directors will not be required to obtain any court order to deal with the property of the Company. (l) Each Member agrees not to treat, on his personal income tax return or in any claim for a tax refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Company. The Tax Matters Partner, subject to the supervision of the Board of Directors, shall make such elections under the Code and other relevant tax laws as to the treatment of items of Company income, gain, loss, deduction and credit, and as to all other relevant matters, as may be provided herein or as the Tax Matters Partner deems necessary or appropriate, including, without limitation, elections referred to in Section 754 of the Code, determination of which items of cash outlay are to be capitalized or treated as current expenses, and selection of the method of accounting and bookkeeping procedures to be used by the Company. (m) Members shall have no right to participate in and shall take no part in the management or control of the Fund's Company’s business and shall have no right, power or authority to act for or bind the FundCompany. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of “voting securities securities” under the 1940 Act or as otherwise required in the Delaware Act. (cn) The Board may delegate to any other person any rightsDirectors shall elect a President, power a Secretary and authority vested by this Agreement in the Board to the extent permissible under applicable law, a Treasurer and may appoint persons to elect a Chairman or Vice Chairman who shall serve as officers at the pleasure of the Fund, with such titles and authority as Directors or until their successors are elected. The Directors may be determined by elect or appoint or may authorize the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rightsChairman, if any) , the Vice Chairman, if any, or President to appoint such other officers or agents with such powers as the Board Directors may determine deem to be advisable. A Chairman and as any Vice Chairman shall, and the President, Secretary and Treasurer may, but need not, be a Director. The term of office of an officer shall be set forth terminate and a vacancy shall occur in a resolution adopted in accordance with the By-Lawsevent of the death, resignation, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the office, or removal, of an officer.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware stock corporation organized under the Delaware General Corporation Law and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware stock corporation who is not an "“interested person" ” of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative CapitalWFAAM, as the initial Member, shall have the authority to manage the business and affairs of the Fund, and to bind the Fund. (b) Subject to the last sentence of Section 3.1(a), Members, in their capacity as Members, shall have no right to participate in and shall take no part in the management or control of the Fund's ’s business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board may create one or more committees consisting of one or more Board Members, and it may delegate to any other person Person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons Persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable lawlaw and with this Agreement. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section Section 3.1, to amend and repeal such By-Laws; provided, however, that, to the extent the By-Laws are inconsistent with the terms or provisions of this Agreement, the terms and provisions of this Agreement shall control. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-LawsLaws or otherwise required by the 1940 Act, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with this Agreement and, if applicable, the By-Laws. The Board may amend this Agreement, without Member approval, to provide for the terms of such Class or Classes.

Management and Control. (a) Management The Board of Directors has overall responsibility for monitoring and control overseeing the Fund’s investment program and its management and operation and has approved the Fund’s investment program. The Managing Member, to the fullest extent permitted by applicable law, hereby irrevocably delegates to the Board of Directors the Managing Member’s rights and powers to monitor and oversee the business affairs of the business Fund. Rights and powers delegated to the Directors include, without limitation, the authority as Directors to oversee and to establish policies regarding the management, conduct and operation of the Fund shall be vested in the BoardFund’s business, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers under the Delaware Act and to do all things necessary and proper as Directors to carry out the objective and business of the Fund Fund, including, without limitation, the power to engage the Investment Manager in accordance with Section 3.5 of this Agreement and their duties hereunder. No Manager shall have to remove the authority individually Investment Manager, the power to act on behalf of or to bind appoint the Fund except within the scope of such Manager's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf Officers of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority power to exercise any other rights and responsibilities on behalf of powers expressly given to the Fund as are customarily vested in each director of a closed-end Management investment company registered Directors under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Actthis Agreement. During any period in which the Fund shall have has no ManagersDirectors, CSFB Alternative Capitalthe Managing Member will, as the initial Membersubject to Section 2.9(c) of this Agreement, shall have the authority to manage the business and affairs possess all of the Fundrights, powers and authority delegated to the Board of Directors of the Fund under this Agreement. Each Director will be the agent of the Fund but will not, for any purpose, be deemed a Managing Member. Notwithstanding the delegation described in this Section 3.1(a), the Managing Member will not cease to be the Managing Member and will retain the rights, powers and authority described in Section 3.2 and in no event will a Director be considered a Managing Member by agreement, estoppel or otherwise as a result of the performance of his or her duties under this Agreement or otherwise. Directors will not make Capital Contributions to the Fund in their capacity as Directors, but may subscribe for Interests as Members, in accordance with Section 2.7 of this Agreement. (b) MembersNo Member, in their capacity as Membersother than the Managing Member, shall will have no any right to participate in and shall or take no any part in the management or control of the Fund's ’s business in his, her or its capacity as a Member, and shall no Member, other than the Managing Member, will have no any right, power or authority to act for or bind the FundFund in his, her or its capacity as a Member. Members shall will have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in and will have no right with respect to the Fund to exercise any other vote capable of being granted to members under the Delaware Act. (c) The Board may delegate to any other person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.

Management and Control. (a) Management Except to the extent otherwise delegated to the Adviser and PWAdmin, management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such ManagerDirector's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund shall have no ManagersDirectors, CSFB Alternative Capital, the Adviser shall continue to serve as investment adviser to the initial Member, Fund and PWAdmin shall have the authority continue to manage the business and affairs of provide PWAdmin Services to the Fund. (b) MembersPWAdmin shall be the designated tax matters partner for purposes of Section 6231(a)(7) of the Code. Each Member agrees not to treat, on his personal return or in their capacity as Membersany claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Fund. The tax matters partner shall have the exclusive authority and discretion to make any elections required or permitted to be made by the Fund under any provisions of the Code or any other revenue laws. (c) Members and the Special Advisory Member shall have no right to participate in and shall take no part in the management or control of the Fund's business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board may delegate to any other person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.