Common use of Management by the Board of Directors Clause in Contracts

Management by the Board of Directors. (i) The management, policies and control of the Fund shall be vested exclusively in the Board; provided, however, that the Board may delegate its rights and powers to third parties, including the Managing Members, as it may determine. (ii) The Board may appoint and elect (as well as remove or replace with or without cause), as it deems necessary, a President, Vice Presidents, a Treasurer, a Chief Executive Officer, a Chief Financial Officer, a Chief Operating Officer, a Secretary, a Chief Compliance Officer and any other officer of the Fund (collectively, the “Officers”). Pursuant to the Investment Company Act, the Board shall consider and determine whether the compensation of the Chief Compliance Officer is fair and reasonable. The names of each Officer and such Officer’s position shall be listed on Schedule B, which shall be updated as necessary. (iii) The Officers shall perform such duties and may exercise such powers as may be assigned to them by the Board. (iv) Unless the Board decides otherwise, if the title of any person authorized to act on behalf of the Fund under this 4.1(b) is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authority and duties that are normally associated with that office, subject to any specific delegation of, or restriction on, authority and duties made pursuant to this 4.1(b). Any number of titles may be held by the same person. Any delegation pursuant to this 4.1(b) may be revoked at any time by the Board. (v) The Board may authorize any Person, including any Officer, to sign on behalf of the Fund. Unless authorized to do so by the Board, no Officer shall have any power or authority to bind the Fund in any way, to pledge its credit, or to render it liable for any purpose.