Common use of The Board of Managers Clause in Contracts

The Board of Managers. (a) Prior to the Initial Closing Date, the Organizational Shareholder, in its sole discretion, designated and elected persons to serve as Managers on the Board of Managers. Each Manager has agreed to be bound by all of the terms of this Agreement applicable to Managers. The Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers by Shareholders, designate as a Manager any person who shall agree to the provisions of this Agreement pertaining to the obligations of Managers. Any person who shall hold himself or herself out as a Manager or acts in such capacity shall be deemed to have agreed to the provisions of this Agreement pertaining to the obligations of a Manager whether or not such person executes a written agreement to such effect. The number of Managers shall be one (1) or such other number as shall be fixed from time to time by the Board of Managers. The Board of Managers shall also be known as the Board of Directors of the Fund, Managers also shall be known as Directors of the Fund, and Independent Managers also shall be known as Independent Directors of the Fund. (b) Each Manager shall serve as a Manager for the duration of the term of the Fund, subject to any limitation on the term of services imposed by any retirement plan adopted by the Board of Manager and Section 4.2 hereof. If any vacancy in the position of a Manager occurs for any reason, the remaining Managers may appoint a person to serve in such capacity, provided such appointment is in accordance with the Investment Company Act, unless the Board of Managers determines, in accordance with Section 2.6(a), to decrease the size of the Board of Managers to the number of remaining Managers, so long as immediately after such appointment at least two-thirds of the Managers then serving would have been elected by shareholders. The Managers may call a meeting of Shareholders to fill any vacancy in the position of Manager, and shall do so when required by the Investment Company Act, within 60 days after any date on which Managers who were elected by the Shareholders cease to constitute a majority of the Managers then serving on the Board of Managers. An appointment of a Manager may be made by the Managers then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Managers effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Managers. (c) In the event that no Manager remains, the Adviser shall promptly call a meeting of the Shareholders, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board of Managers. If the Shareholders shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof. (d) Any Manager may, by power of attorney, delegate his or her power to the extent permitted by the Investment Company Act to any other Manager or Managers, provided that in no case shall less than two Managers personally exercise the other powers hereunder except as herein otherwise expressly provided or unless there is only one or two Managers. (e) Except to the extent required by the Investment Company Act or, if determined to be necessary or appropriate by the other Managers under circumstances which would justify his or her removal for cause, no person ceasing to be a Manager for reasons including, but not limited to, death, resignation, retirement, removal or incapacity (nor the estate of any such person) shall be required to make an accounting to the Shareholders or remaining Managers upon such cessation.

The Board of Managers. (a) Prior to Following the Initial Closing Dateeffectiveness of this Agreement, the Organizational Shareholder, in its sole discretion, designated and elected persons to serve as Managers on the Board of Managers. Each each Manager has agreed shall agree to be bound by all of the terms of this Agreement applicable to Managers. The Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers by ShareholdersMembers, designate as a Manager any person who shall agree to the provisions of this Agreement pertaining to the obligations of Managers. Any person who shall hold himself or herself out as a Manager or acts in such capacity shall be deemed to have agreed to the provisions of this Agreement pertaining to the obligations of a Manager whether or not such person executes a written agreement to such effect. The number of Managers shall be one (1) or such other number as shall be fixed from time to time by the Board of Managers. The Board of Managers shall also be known as the Board of Directors of the Fund, Managers also shall be known as Directors of the Fund, and Independent Managers also shall be known as Independent Directors of the Fund. (b) Each Manager shall serve as a Manager for the duration of the term of the Fund, subject unless his or her status as a Manager shall be sooner terminated pursuant to any limitation on the term of services imposed by any retirement plan adopted by the Board of Manager and Section 4.2 4.1 hereof. If any vacancy in the position of a Manager occurs for any reasonoccurs, the remaining Managers may appoint a person to serve in such capacity, provided such appointment is in accordance with the Investment Company Act, unless the Board of Managers determines, in accordance with Section 2.6(a), to decrease the size of the Board of Managers to the number of remaining Managers, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by shareholdersthe Members. The Managers may call a meeting of Shareholders Members to fill any vacancy in the position of Manager, Manager and shall do so when required by the Investment Company Act, within 60 days after any date on which Managers who were elected by the Shareholders Members cease to constitute a majority of the Managers then serving on the Board of Managers. An appointment of a Manager may be made by the Managers then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Managers effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Managers. (c) In the event that no Manager remains, the Adviser shall promptly call a meeting of the ShareholdersMembers, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board of Managers. If the Shareholders shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof. (d) Any Manager may, by power of attorney, delegate his or her power to the extent permitted by the Investment Company Act to any other Manager or Managers, provided that in no case shall less than two Managers personally exercise the other powers hereunder except as herein otherwise expressly provided or unless there is only one or two Managers. (e) Except to the extent required by the Investment Company Act or, if determined to be necessary or appropriate by the other Managers under circumstances which would justify his or her removal for cause, no person ceasing to be a Manager for reasons including, but not limited to, death, resignation, retirement, removal or incapacity (nor the estate of any such person) shall be required to make an accounting to the Shareholders or remaining Managers upon such cessation.

The Board of Managers. (a) Prior to the Initial Closing Date, the Organizational Shareholder, in its sole discretion, designated and elected persons to serve as Managers on the Board of Managers. Each Manager has agreed to be bound by all of the terms of this Agreement applicable to Managers. The Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers by Shareholders, designate as a Manager any person who shall agree to the provisions of this Agreement pertaining to the obligations of Managers. Any person who shall hold himself or herself out as a Manager or acts in such capacity shall be deemed to have agreed to the provisions of this Agreement pertaining to the obligations of a Manager whether or not such person executes a written agreement to such effect. The number of Managers shall be one (1) or such other number as shall be fixed from time to time by the Board of Managers. The Board of Managers shall also be known as the Board of Directors of the Fund, Managers also shall be known as Directors of the Fund, and Independent Managers also shall be known as Independent Directors of the Fund. (b) Each Manager shall serve as a Manager for the duration of the term of the Fund, subject unless his or her status as a Manager shall be sooner terminated pursuant to any limitation on the term of services imposed by any retirement plan adopted by the Board of Manager and Section 4.2 hereof. If any vacancy in the position of a Manager occurs for any reasonoccurs, the remaining Managers may appoint a person to serve in such capacity, provided such appointment is in accordance with the Investment Company Act, unless the Board of Managers determines, in accordance with Section 2.6(a), to decrease the size of the Board of Managers to the number of remaining Managers, so long as immediately after such appointment at least two-thirds of the Managers then serving would have been elected by shareholdersthe Shareholders. The Managers may call a meeting of Shareholders to fill any vacancy in the position of Manager, and shall do so when required by the Investment Company Act, within 60 days after any date on which Managers who were elected by the Shareholders cease to constitute a majority of the Managers then serving on the Board of Managers. An appointment of a Manager may be made by the Managers then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Managers effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Managers. (c) In the event that no Manager remains, the Adviser shall promptly call a meeting of the Shareholders, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board of Managers. If the Shareholders shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof. (d) Any Manager may, by power of attorney, delegate his or her power to the extent permitted by the Investment Company Act to any other Manager or Managers, provided that in no case shall less than two Managers personally exercise the other powers hereunder except as herein otherwise expressly provided or unless there is only one or two Managers. (e) Except to the extent required by the Investment Company Act or, if determined to be necessary or appropriate by the other Managers under circumstances which would justify his or her removal for cause, no person ceasing to be a Manager for reasons including, but not limited to, death, resignation, retirement, removal or incapacity (nor the estate of any such person) shall be required to make an accounting to the Shareholders or remaining Managers upon such cessation.

The Board of Managers. (a) Prior to Following the Initial Closing Dateeffectiveness of this Agreement, the Organizational Shareholder, in its sole discretion, designated and elected persons to serve as Managers on the Board of Managers. Each each Manager has agreed shall agree to be bound by all of the terms of this Agreement applicable to Managers. The Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers by ShareholdersMembers, designate as a Manager any person who shall agree to the provisions of this Agreement pertaining to the obligations of Managers. Any person who shall hold himself or herself out as a Manager or acts in such capacity shall be deemed to have agreed to the provisions of this Agreement pertaining to the obligations of a Manager whether or not such person executes a written agreement to such effect. The number of Managers shall be one (1) or such other number as shall be fixed from time to time by the Board of Managers. The Board of Managers shall also be known as the Board of Directors of the Fund, Managers also shall be known as Directors of the Fund, and Independent Managers also shall be known as Independent Directors of the Fund. (b) Each Manager shall serve as a Manager for the duration of the term of the Fund, subject unless his or her status as a Manager shall be sooner terminated pursuant to any limitation on the term of services imposed by any retirement plan adopted by the Board of Manager and Section Sections 4.1 or 4.2 hereof. If any vacancy in the position of a Manager occurs for any reasonoccurs, the remaining Managers may appoint a person to serve in such capacity, provided such appointment is in accordance with the Investment Company Act, unless the Board of Managers determines, in accordance with Section 2.6(a), to decrease the size of the Board of Managers to the number of remaining Managers, so long as immediately after such appointment at least two-thirds of the Managers then serving would have been elected by shareholdersthe Members. The Managers may call a meeting of Shareholders Members to fill any vacancy in the position of Manager, and shall do so when required by the Investment Company Act, within 60 days after any date on which Managers who were elected by the Shareholders Members cease to constitute a majority of the Managers then serving on the Board of Managers. An appointment of a Manager may be made by the Managers then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Managers effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Managers. (c) In the event that no Manager remains, the Adviser shall promptly call a meeting of the ShareholdersMembers, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board of Managers. If the Shareholders Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof. (d) Any Manager may, by power of attorney, delegate his or her power to the extent permitted by the Investment Company Act to any other Manager or Managers, provided that in no case shall less than two Managers personally exercise the other powers hereunder except as herein otherwise expressly provided or unless there is only one or two Managers. (e) Except to the extent required by the Investment Company Act or, if determined to be necessary or appropriate by the other Managers under circumstances which would justify his or her removal for cause, no person ceasing to be a Manager for reasons including, but not limited to, death, resignation, retirement, removal or incapacity (nor the estate of any such person) shall be required to make an accounting to the Shareholders or remaining Managers upon such cessation.

The Board of Managers. (a) Prior to the Initial Closing Date, the Organizational ShareholderMember may, in its sole discretion, designated designate and elected elect persons to serve as Managers on the Board of Managers. Each Following the effectiveness of this Agreement, each Manager has agreed shall agree to be bound by all of the terms of this Agreement applicable to Managers. The Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers by ShareholdersMembers, designate as a Manager any person who shall agree to the provisions of this Agreement pertaining to the obligations of Managers. The number of Managers shall be fixed from time to time by the Board of Managers. Any person who shall hold himself or herself out as a Manager or acts in such capacity shall be deemed to have agreed to the provisions of this Agreement pertaining to the obligations of a Manager whether or not such person executes a written agreement to such effect. The number of Managers shall be one (1) or such other number as shall be fixed from time to time by the Board of Managers. The Board of Managers shall also be known as the Board of Directors of the Fund, Managers also shall be known as Directors of the Fund, and Independent Managers also shall be known as Independent Directors of the Fund. (b) Each Manager shall serve as a Manager for the duration of the term of the Fund, subject unless his or her status as a Manager shall be sooner terminated pursuant to any limitation on the term of services imposed by any retirement plan adopted by the Board of Manager and Section 4.2 4.1 hereof. If any vacancy in the position of a Manager occurs for any reasonoccurs, the remaining Managers may appoint a person to serve in such capacity, provided such appointment is in accordance with the Investment Company Act, unless the Board of Managers determines, in accordance with Section 2.6(a), to decrease the size of the Board of Managers to the number of remaining Managers, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by shareholdersthe Members. The Managers may call a meeting of Shareholders Members to fill any vacancy in the position of Manager, and shall do so when required by the Investment Company Act, within 60 days after any date on which Managers who were elected by the Shareholders Members cease to constitute a majority of the Managers then serving on the Board of Managers. An appointment of a Manager may be made by the Managers then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Managers effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Managers. (c) In the event that no Manager remains, the Adviser First Trust (or its designee) shall promptly call a meeting of the ShareholdersMembers, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board of Managers. If the Shareholders Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof. (d) Any Manager may, by power of attorney, delegate his or her power to the extent permitted by the Investment Company Act to any other Manager or Managers, provided that in no case shall less than two Managers personally exercise the other powers hereunder except as herein otherwise expressly provided or unless there is only one or two Managers. (e) Except to the extent required by the Investment Company Act or, if determined to be necessary or appropriate by the other Managers under circumstances which would justify his or her removal for cause, no person ceasing to be a Manager for reasons including, but not limited to, death, resignation, retirement, removal or incapacity (nor the estate of any such person) shall be required to make an accounting to the Shareholders or remaining Managers upon such cessation.

The Board of Managers. (a) Prior to the Initial Closing Date, the Organizational ShareholderShareholder shall, in its sole discretion, designated and elected appoint persons to serve as Managers on the Board of Managers. Each Following the effectiveness of this Agreement, each Manager has agreed shall agree to be bound by all of the terms of this Agreement applicable to Managers. The Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers by Shareholders, designate appoint as a Manager any person who shall agree to the provisions of this Agreement pertaining to the obligations of Managers. Any person who shall hold himself or herself out as a Manager or acts in such capacity shall be deemed to have agreed to the provisions of this Agreement pertaining to the obligations of a Manager whether or not such person executes a written agreement to such effect. The total number of Managers constituting the entire Board of Managers initially shall be one (1) or consist of such other number of Managers as have been appointed by the Organizational Shareholder, and thereafter shall be fixed from time to time by the Board of Managers. The Board of Managers shall also be known as the Board of Directors of the Fund, Managers also shall be known as Directors of the Fund, and Independent Managers also shall be known as Independent Directors of the Fund. (b) Each Manager shall serve as a Manager for the duration of the term of the Fund, subject unless otherwise provided in Section 4.1 (including if his or her status as a Manager shall be sooner terminated pursuant to any limitation on the term of services imposed by any retirement plan adopted by the Board of Manager and Section 4.2 hereof). If any vacancy in the position of a Manager occurs for any reasonoccurs, the remaining Managers may appoint a person to serve in such capacity, provided such appointment is in accordance with the Investment Company Act, unless the Board of Managers determines, in accordance with Section 2.6(a), to decrease the size of the Board of Managers to the number of remaining Managers, so long as immediately after such appointment at least two-thirds of the Managers then serving would have been elected by shareholders. The Managers may call a meeting of Shareholders to fill any vacancy in the position of Manager, and shall do so when required and in the manner prescribed by the Investment Company Act, within 60 days after any date on which Managers who were elected by the Shareholders cease to constitute a majority of the Managers then serving on the Board of Managers. An appointment of a Manager may be made by the Managers then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Managers effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Managers. (c) In the event that no Manager remains, the Adviser shall promptly call a meeting of the Shareholders, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board of Managers. If the Shareholders shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof. (d) Any Manager may, by power of attorney, delegate his or her power to the extent permitted by the Investment Company Act to any other Manager or Managers, provided that in no case shall less than two Managers personally exercise the other powers hereunder except as herein otherwise expressly provided or unless there is only one or two Managers. (e) Except to the extent required by the Investment Company Act or, if determined to be necessary or appropriate by the other Managers under circumstances which would justify his or her removal for cause, no person ceasing to be a Manager for reasons including, but not limited to, death, resignation, retirement, removal or incapacity (nor the estate of any such person) shall be required to make an accounting to the Shareholders or remaining Managers upon such cessation.

The Board of Managers. (a) Prior to the Initial Closing Date, the Organizational ShareholderMember may, in its sole discretion, designated designate and elected elect persons to serve as Managers on the Board of Managers. Each Following the effectiveness of this Agreement, each Manager has agreed shall agree to be bound by all of the terms of this Agreement applicable to Managers. The Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers by ShareholdersMembers, designate as a Manager any person who shall agree to the provisions of this Agreement pertaining to the obligations of Managers. Any person who shall hold himself or herself out as a Manager or acts in such capacity shall be deemed to have agreed to the provisions of this Agreement pertaining to the obligations of a Manager whether or not such person executes a written agreement to such effect. The number of Managers shall be one (1) or such other number as shall be fixed from time to time by the Board of Managers. The Board of Managers shall also be known as the Board of Directors of the Fund, Managers also shall be known as Directors of the Fund, and Independent Managers also shall be known as Independent Directors of the Fund. (b) Each Manager shall serve as a Manager for the duration of the term of the Fund, subject unless his or her status as a Manager shall be sooner terminated pursuant to any limitation on the term of services imposed by any retirement plan adopted by the Board of Manager and Section 4.2 hereof. If any vacancy in the position of a Manager occurs for any reasonoccurs, the remaining Managers may appoint a person to serve in such capacity, provided such appointment is in accordance with the Investment Company Act, unless the Board of Managers determines, in accordance with Section 2.6(a), to decrease the size of the Board of Managers to the number of remaining Managers, so long as immediately after such appointment at least two-thirds of the Managers then serving would have been elected by shareholdersthe Members. The Managers may call a meeting of Shareholders Members to fill any vacancy in the position of Manager, and shall do so when required by the Investment Company Act, within 60 days after any date on which Managers who were elected by the Shareholders Members cease to constitute a majority of the Managers then serving on the Board of Managers. An appointment of a Manager may be made by the Managers then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Managers effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Managers. (c) In the event that no Manager remains, the Adviser shall promptly call a meeting of the ShareholdersMembers, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board of Managers. If the Shareholders Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof. (d) Any Manager may, by power of attorney, delegate his or her power to the extent permitted by the Investment Company Act to any other Manager or Managers, provided that in no case shall less than two Managers personally exercise the other powers hereunder except as herein otherwise expressly provided or unless there is only one or two Managers. (e) Except to the extent required by the Investment Company Act or, if determined to be necessary or appropriate by the other Managers under circumstances which would justify his or her removal for cause, no person ceasing to be a Manager for reasons including, but not limited to, death, resignation, retirement, removal or incapacity (nor the estate of any such person) shall be required to make an accounting to the Shareholders or remaining Managers upon such cessation.

The Board of Managers. (a) Prior to the Initial Closing Date, the Organizational ShareholderMember may, in its sole discretion, designated designate and elected elect persons to serve as Managers on the Board of Managers. Each Following the effectiveness of this Agreement, each Manager has agreed shall agree to be bound by all of the terms of this Agreement applicable to Managers. The Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers by ShareholdersMembers, designate as a Manager any person who shall agree to the provisions of this Agreement pertaining to the obligations of Managers. Any person who shall hold himself or herself out as a Manager or acts in such capacity The names and mailing addresses of the Managers shall be deemed to have agreed to set forth in the provisions books and records of this Agreement pertaining to the obligations of a Manager whether or not such person executes a written agreement to such effectFund. The number of Managers shall be one (1) or such other number as shall be fixed from time to time by the Board of Managers. The Board of Managers shall also be known as the Board of Directors of the Fund, Managers also shall be known as Directors of the Fund, and Independent Managers also shall be known as Independent Directors of the Fund. (b) Each Manager shall serve as a Manager for the duration of the term of the Fund, subject unless his or her status as a Manager shall be sooner terminated pursuant to any limitation on the term of services imposed by any retirement plan adopted by the Board of Manager and Section 4.2 4.1 hereof. If any vacancy in the position of a Manager occurs for any reasonoccurs, the remaining Managers may appoint a person to serve in such capacity, provided such appointment is in accordance with the Investment Company Act, unless the Board of Managers determines, in accordance with Section 2.6(a), to decrease the size of the Board of Managers to the number of remaining Managers, so long as immediately after such appointment at least two-thirds of the Managers then serving would have been elected by shareholdersthe Members. The Managers may call a meeting of Shareholders Members to fill any vacancy in the position of Manager, and shall do so when required by the Investment Company Act, within 60 days after any date on which Managers who were elected by the Shareholders Members cease to constitute a majority of the Managers then serving on the Board of Managers. An appointment of a Manager may be made by the Managers then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Managers effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Managers. (c) In the event that no Manager remains, the Adviser shall promptly call a meeting of the ShareholdersMembers, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board of Managers. If the Shareholders Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof. (d) Any Manager may, by power of attorney, delegate his or her power to the extent permitted by the Investment Company Act to any other Manager or Managers, provided that in no case shall less than two Managers personally exercise the other powers hereunder except as herein otherwise expressly provided or unless there is only one or two Managers. (e) Except to the extent required by the Investment Company Act or, if determined to be necessary or appropriate by the other Managers under circumstances which would justify his or her removal for cause, no person ceasing to be a Manager for reasons including, but not limited to, death, resignation, retirement, removal or incapacity (nor the estate of any such person) shall be required to make an accounting to the Shareholders or remaining Managers upon such cessation.

The Board of Managers. (a) Prior to the Initial Closing Date, the Organizational ShareholderMember may, in its sole discretion, designated designate and elected elect persons to serve as Managers on the Board of Managers. Each Following the effectiveness of this Agreement, each Manager has agreed shall agree to be bound by all of the terms of this Agreement applicable to Managers. The Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers by ShareholdersMembers, designate as a Manager any person who shall agree to the provisions of this Agreement pertaining to the obligations of Managers. Any person who shall hold himself or herself out as a Manager or acts in such capacity The names and mailing addresses of the Managers shall be deemed to have agreed to set forth in the provisions books and records of this Agreement pertaining to the obligations of a Manager whether or not such person executes a written agreement to such effectFund. The number of Managers shall be one (1) or such other number as shall be fixed from time to time by the Board of Managers. The Board of Managers shall also be known as the Board of Directors of the Fund, Managers also shall be known as Directors of the Fund, and Independent Managers also shall be known as Independent Directors of the Fund. (b) Each Manager shall serve as a Manager for the duration of the term of the Fund, subject unless his or her status as a Manager shall be sooner terminated pursuant to any limitation on the term of services imposed by any retirement plan adopted by the Board of Manager and Section 4.2 4.1 hereof. If any vacancy in the position of a Manager occurs for any reasonoccurs, the remaining Managers may appoint a person to serve in such capacity, provided such appointment is in accordance with the Investment Company Act, unless the Board of Managers determines, in accordance with Section 2.6(a), to decrease the size of the Board of Managers to the number of remaining Managers, so long as immediately after such appointment at least two-thirds of the Managers then serving would have been elected by shareholdersthe Members. The Managers may call a meeting of Shareholders Members to fill any vacancy in the position of Manager, and shall do so when required by the Investment Company Act, within 60 days after any date on which Managers who were elected by the Shareholders Members cease to constitute a majority of the Managers then serving on the Board of Managers. An appointment of a Manager may be made by the Managers then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Managers effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Managers. (c) In the event that no Manager remains, the Adviser J.X. Xxxxxxx shall promptly call a meeting of the ShareholdersMembers, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board of Managers. If the Shareholders Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof. (d) Any Manager may, by power of attorney, delegate his or her power to the extent permitted by the Investment Company Act to any other Manager or Managers, provided that in no case shall less than two Managers personally exercise the other powers hereunder except as herein otherwise expressly provided or unless there is only one or two Managers. (e) Except to the extent required by the Investment Company Act or, if determined to be necessary or appropriate by the other Managers under circumstances which would justify his or her removal for cause, no person ceasing to be a Manager for reasons including, but not limited to, death, resignation, retirement, removal or incapacity (nor the estate of any such person) shall be required to make an accounting to the Shareholders or remaining Managers upon such cessation.

The Board of Managers. (a) Prior to the Initial Closing Date, the Organizational Shareholder, in its sole discretion, designated Member shall designate and elected elect persons to serve as Managers on the Board of Managers. Each Following the effectiveness of this Agreement, each Manager has agreed shall agree to be bound by all of the terms of this Agreement applicable to Managers. The Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers by ShareholdersMembers, designate as a Manager any person who shall agree to the provisions of this Agreement pertaining to the obligations of Managers. Any person who shall hold himself or herself out as a Manager or acts in such capacity shall be deemed to have agreed to the provisions of this Agreement pertaining to the obligations of a Manager whether or not such person executes a written agreement to such effect. The number of Managers shall be one (1) or such other number as shall be fixed from time to time by the Board of Managers. The Board of Managers shall also be known as foregoing provisions are intended to meet the Board of Directors requirements set forth in Section 856(a)(1) of the FundCode, Managers also and shall be known as Directors of the Fund, and Independent Managers also shall be known as Independent Directors of the Fundinterpreted in a manner consistent therewith. (b) Each Manager shall serve as a Manager for the duration of the term of the Fund, subject unless his or her status as a Manager shall be sooner terminated pursuant to any limitation on the term of services imposed by any retirement plan adopted by the Board of Manager and Section 4.2 hereof. If any vacancy in the position of a Manager occurs for any reasonoccurs, the remaining Managers may appoint a person to serve in such capacity, provided such appointment is in accordance with the Investment Company Act, unless the Board of Managers determines, in accordance with Section 2.6(a), to decrease the size of the Board of Managers to the number of remaining Managers, so long as immediately after such appointment at least two-thirds of the Managers then serving would have been elected by shareholdersthe Members. The Managers may call a meeting of Shareholders Members to fill any vacancy in the position of Manager, and shall do so when required by the Investment Company Act, within 60 days after any date on which Managers who were elected by the Shareholders Members cease to constitute a majority of the Managers then serving on the Board of Managers. An appointment of a Manager may be made by the Managers then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Managers effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Managers. (c) In the event that no Manager remains, the Adviser Platform Manager shall promptly call a meeting of the ShareholdersMembers, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board of Managers. If the Shareholders Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof. (d) Any Manager may, by power of attorney, delegate his or her power to the extent permitted by the Investment Company Act to any other Manager or Managers, provided that in no case shall less than two Managers personally exercise the other powers hereunder except as herein otherwise expressly provided or unless there is only one or two Managers. (e) Except to the extent required by the Investment Company Act or, if determined to be necessary or appropriate by the other Managers under circumstances which would justify his or her removal for cause, no person ceasing to be a Manager for reasons including, but not limited to, death, resignation, retirement, removal or incapacity (nor the estate of any such person) shall be required to make an accounting to the Shareholders or remaining Managers upon such cessation.

The Board of Managers. (a) Prior to the Initial Closing Date, the Organizational ShareholderMember may, in its sole discretion, designated designate and elected elect persons to serve as Managers on the Board of Managers. Each Following the effectiveness of this Agreement, each Manager has agreed shall agree to be bound by all of the terms of this Agreement applicable to Managers. The Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers by ShareholdersMembers, designate as a Manager any person who shall agree to the provisions of this Agreement pertaining to the obligations of Managers. Any person who shall hold himself or herself out as a Manager or acts in such capacity The names and mailing addresses of the Managers shall be deemed to have agreed to set forth in the provisions books and records of this Agreement pertaining to the obligations of a Manager whether or not such person executes a written agreement to such effectFund. The number of Managers shall be one (1) or such other number as shall be fixed from time to time by the Board of Managers. The Board of Managers shall also be known as the Board of Directors of the Fund, Managers also shall be known as Directors of the Fund, and Independent Managers also shall be known as Independent Directors of the Fund. (b) Each Manager shall serve as a Manager for the duration of the term of the Fund, subject unless his or her status as a Manager shall be sooner terminated pursuant to any limitation on the term of services imposed by any retirement plan adopted by the Board of Manager and Section 4.2 hereof. If any vacancy in the position of a Manager occurs for any reasonoccurs, the remaining Managers may appoint a person to serve in such capacity, provided such appointment is in accordance with the Investment Company Act, unless the Board of Managers determines, in accordance with Section 2.6(a), to decrease the size of the Board of Managers to the number of remaining Managers, so long as immediately after such appointment at least two-thirds of the Managers then serving would have been elected by shareholdersthe Members. The Managers may call a meeting of Shareholders Members to fill any vacancy in the position of Manager, and shall do so when required by the Investment Company Act, within 60 days after any date on which Managers who were elected by the Shareholders Members cease to constitute a majority of the Managers then serving on the Board of Managers. An appointment of a Manager may be made by the Managers then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Managers effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Managers. (c) In the event that no Manager remains, the Adviser shall promptly call a meeting of the ShareholdersMembers, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board of Managers. If the Shareholders Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof. (d) Any Manager may, by power of attorney, delegate his or her power to the extent permitted by the Investment Company Act to any other Manager or Managers, provided that in no case shall less than two Managers personally exercise the other powers hereunder except as herein otherwise expressly provided or unless there is only one or two Managers. (e) Except to the extent required by the Investment Company Act or, if determined to be necessary or appropriate by the other Managers under circumstances which would justify his or her removal for cause, no person ceasing to be a Manager for reasons including, but not limited to, death, resignation, retirement, removal or incapacity (nor the estate of any such person) shall be required to make an accounting to the Shareholders or remaining Managers upon such cessation.