Common use of The Board Clause in Contracts

The Board. (a) The Board 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 Director and the provisions of Section 3.3 hereof with respect to the election of Directors by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Director. The names and mailing addresses of the Directors shall be set forth in the books and records of the Company. The number of Directors shall be fixed from time to time by a written instrument signed by, or by resolution approved at a duly constituted meeting by vote of, a majority of the Board, provided however that the number of Directors shall at all times be at least one and no more than ten as determined, from time to time, by the Directors pursuant to this Agreement. (b) Each Director shall serve as a Director for the duration of the term of the Company, unless his or her status as a Director shall be sooner terminated pursuant to Section 4.2 hereof. If any vacancy in the position of a Director occurs, the remaining Directors may appoint a person to serve in such capacity, provided that, at any time the Company is registered under the Company Act, such appointment is in accordance with the Company Act. The Directors may call a meeting of Members to fill any vacancy in the position of Director, and shall do so at any time the Company is registered under the Company Act and such meeting is required by the Company Act. (c) In the event that no Director remains to continue the business of the Company, the Investment Manager shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Director ceased to act in that capacity, for the purpose of determining whether to continue the business of the Company and, if the business shall be continued, of electing the required number of Directors to the Board. If the Members shall determine at such meeting not to continue the business of the Company or if the required number of Directors is not elected within 60 days after the date on which the last Director ceased to act in that capacity, then the Company shall be dissolved pursuant to Section 6.1 hereof and the assets of the Company shall be liquidated and distributed pursuant to Section 6.2 hereof.

The Board. (a) Prior to the Initial Closing Date, the Organizational Member may, in its sole discretion, designate and elect persons to serve as Directors on the Board of Directors. Following the effectiveness of this Agreement, each Director shall agree to be bound by all of the terms of this Agreement applicable to Directors. The Board 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 Director and the provisions of Section 3.3 hereof with respect to the election of Directors by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Director. The names and mailing addresses of the Directors shall be set forth in the books and records of the Company. The number of Directors shall be fixed from time to time by a written instrument signed by, or by resolution approved at a duly constituted meeting by vote of, a majority of the Board, provided however that the number of Directors shall at all times be at least one and no more than ten as determined, from time to time, by the Directors pursuant to this Agreement. (b) Each Director shall serve as a Director for the duration of the term of the Company, unless his or her status as a Director shall be sooner terminated pursuant to Section 4.2 4.1 hereof. If any vacancy in the position of a Director occurs, the remaining Directors may appoint a person to serve in such capacity, provided that, at any time the Company is registered under the Company Act, such appointment is in accordance with the Company Act, so long as immediately after such appointment at least two-thirds of the Directors then serving would have been elected by the Members. The Directors may call a meeting of Members to fill any vacancy in the position of Director, and shall do so at any time the Company is registered under the Company Act and such meeting is when required by the Company Act, within 60 days after any date on which Directors who were elected by the Members cease to constitute a majority of the Directors then serving on the Board of Directors. (c) In the event that no Director remains to continue the business of the Company, the Investment Manager shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Director ceased to act in that capacity, for the purpose of determining whether to continue the business of the Company and, if the business shall be continued, of electing the required number of Directors to the Board. If the Members shall determine at such meeting not to continue the business of the Company or if the required number of Directors is not elected within 60 days after the date on which the last Director ceased to act in that capacity, then the Company shall be dissolved pursuant to Section 6.1 hereof and the assets of the Company shall be liquidated and distributed pursuant to Section 6.2 hereof.

The Board. (a) The Board mayOrganizational Member hereby designates those Persons listed on Schedule I, subject who shall agree to be bound by the terms of this Agreement pertaining to the provisions obligations of Directors, to serve as Directors on the initial Board. From time to time, the Board may fix the number of Directors or fill vacancies in the Directors, including vacancies arising from an increase in the number of Directors, or remove Directors with or without cause. Each Director shall serve during the continued lifetime of the Fund until he or she dies, resigns or is removed, or, if sooner, until the next meeting of Members called for the purpose of electing Directors and until the election and qualification of his or her successor. At any meeting called for the purpose, a Director may be removed by vote of the holders of two-thirds of the outstanding Units. Any Director may resign at any time by written instrument signed by him or her and delivered to any officer of the Fund or to a meeting of the Board. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Except to the extent expressly provided in a written agreement with the Fund or otherwise authorized by the Board, no Director resigning and no Director removed shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages on account of such removal. The Members may elect Directors at any meeting of Members called by the Board for that purpose and to the extent required by applicable law, including paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Director and the provisions of Section 3.3 hereof with respect to the election of Directors by Members, designate any person who shall agree to be bound by all 16 of the terms of this Agreement as a Director1940 Act. The names and mailing addresses of the Directors shall be set forth in the books and records of the Company. The number of Directors shall be fixed from time to time by a written instrument signed by, or by resolution approved at a duly constituted meeting by vote of, a majority of the Board, provided however that the number of Directors shall at all times be at least one and no more than ten as determined, from time to time, by the Directors pursuant to this AgreementFund. (b) Each If no Director shall serve as a Director for the duration of the term of the Company, unless his or her status as a Director shall be sooner terminated pursuant to Section 4.2 hereof. If any vacancy in the position of a Director occursremains, the remaining Directors may appoint a person to serve in such capacity, provided that, at any time the Company is registered under the Company Act, such appointment is in accordance with the Company Act. The Directors may call a meeting of Members to fill any vacancy in the position of Director, and shall do so at any time the Company is registered under the Company Act and such meeting is required by the Company Act. (c) In the event that no Director remains to continue the business of the Company, the Investment Manager Sponsor shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Director ceased to act in that capacity, for the purpose of determining whether to continue the business of the Company Fund and, if the business shall be continued, of electing the required number of Directors to the Boardone or more Directors. If the Members Members, voting pursuant to the provisions of Section 3.3, shall determine at such meeting not to continue the business of the Company Fund or if the required number of one or more Directors is not elected within 60 days after the date on which the last Director ceased to act in that capacity, then the Company Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Company Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

The Board. (a) Each Organizational Member shall serve as a Director on the initial Board as of October 17, 2006, until the proper designation of those persons first listed on Schedule I who shall agree to be bound by all of the terms of this Agreement to serve as Directors on the initial Board, which agreement to be bound shall be effective as of the date of their acceptance of their appointment as Director. The Board 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 Director and the provisions of Section 3.3 hereof with respect to the election of Directors by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Director. The names and mailing addresses of the Directors shall be set forth in the books and records of the CompanyFund. The number of Directors shall be fixed from time to time by a written instrument signed by, or by resolution approved at a duly constituted meeting by vote of, a majority of the Board, provided however that the number of Directors shall at all times be at least one and no more than ten as determined, from time to time, by the Directors pursuant to this Agreement. (b) Each Director shall serve as a Director for the duration of the term of the CompanyFund, unless his or her status as a Director shall be sooner terminated pursuant to Section 4.2 hereof. If any vacancy in the position of a Director occurs, the remaining Directors may appoint a person to serve in such capacity, provided that, at any time the Company is registered under the Company Act, such appointment is in accordance with the Company 1940 Act. The Directors may call a meeting of Members to fill any vacancy in the position of Director, and shall do so at any time the Company is registered under the Company Act and such meeting is when required by the Company 1940 Act. (c) In the event that no Director remains to continue the business of the CompanyFund, the Investment Manager shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Director ceased to act in that capacity, for the purpose of determining whether to continue the business of the Company Fund and, if the business shall be continued, of electing the required number of Directors to the Board. If the Members shall determine at such meeting not to continue the business of the Company Fund or if the required number of Directors is not elected within 60 days after the date on which the last Director ceased to act in that capacity, then the Company Fund shall be dissolved pursuant to Section 6.1 5.1 hereof and the assets of the Company Fund shall be liquidated and distributed pursuant to Section 6.2 5.2 hereof.

The Board. (a) The Organizational Member shall serve as the sole Manager on the Initial Board as of May 26, 2004, 2004, until the proper designation of those persons first listed on Schedule I who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the initial Board which agreement to be bound shall be effective as of the date of their acceptance of their appointment as Manager. The Board 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 Director Manager and the provisions of Section 3.3 hereof with respect to the election of Directors Managers by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a DirectorManager. The names and mailing addresses of the Directors Managers shall be set forth in the books and records of the CompanyFund. The number of Directors Managers shall be fixed from time to time by a written instrument signed by, or by resolution approved at a duly constituted meeting meeting, by vote of, of a majority of the Board, provided however that the number of Directors Managers shall at all times be at least one and no more than ten as determined, from time to time, by the Directors Managers pursuant to this Agreement. (b) Each Director Manager shall serve as a Director Manager for the duration of the term of the CompanyFund, unless his or her status as a Director Manager shall be sooner terminated pursuant to Section 4.2 hereof. If any vacancy in the position of a Director Manager occurs, the remaining Directors Managers may appoint a person to serve in such capacity, provided that, at any time the Company is registered under the Company Act, such appointment is in accordance with the Company 1940 Act. The Directors Managers may call a meeting of Members to fill any vacancy in the position of DirectorManager, and shall do so at any time the Company is registered under the Company Act and such meeting is when required by the Company 1940 Act. (c) In the event that no Director Manager remains to continue the business of the CompanyFund, the Investment Manager Adviser shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Director Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Company Fund and, if the business shall be continued, of electing the required number of Directors Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Company Fund or if the required number of Directors Managers is not elected within 60 days after the date on which the last Director Manager ceased to act in that capacity, then the Company Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Company Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

The Board. (a) The Organizational Member hereby designates those persons listed on Schedule I who shall agree to be bound by all of the terms of this Agreement to serve as Directors on the initial Board. The Board 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 Director and the provisions of Section 3.3 hereof with respect to the election of Directors by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Director. The names and mailing addresses of the Directors shall be set forth in the books and records of the CompanyFund. The number of Directors shall be fixed from time to time by a written instrument signed by, or by resolution approved at a duly constituted meeting by vote of, a majority of the Board, provided however that the number of Directors shall at all times be at least one and no more than ten as determined, from time to time, by the Directors pursuant to this Agreementbut, at the Closing Date, shall not be fewer than three. (b) Each Director shall serve as a Director for the duration of the term of the CompanyFund, unless his or her status as a Director shall be sooner terminated pursuant to Section 4.2 4.1 hereof. If any vacancy in the position of a Director occurs, the remaining Directors may appoint a person to serve in such capacity, provided that, at any time the Company is registered under the Company Act, so long as immediately after such appointment is in accordance with at least two-thirds of the Company ActDirectors then serving would have been elected by the Members. The Directors may call a meeting of Members to fill any vacancy in the position of Director, and shall do so at within 60 days after any time the Company is registered under the Company Act and such meeting is required date on which Directors who were elected by the Company ActMembers cease to constitute a majority of the Directors then serving as Directors. (c) In the event that If no Director remains to continue the business of the Companyremains, the Investment Manager shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Director ceased to act in that capacity, for the purpose of determining whether to continue the business of the Company Fund and, if the business shall be continued, of electing the required number of Directors to the BoardDirectors. If the Members shall determine at such meeting not to continue the business of the Company Fund or if the required number of Directors is not elected within 60 days after the date on which the last Director ceased to act in that capacity, then the Company Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Company Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

The Board. (a) The Organizational Member hereby designates those persons listed on Schedule I who shall agree to be bound by the terms of this Agreement pertaining to the obligations of Directors to serve as Directors on the initial Board. The Board 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 Director and the provisions of Section 3.3 hereof with respect to the election of Directors by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Director. The names and mailing addresses of the Directors shall be set forth in the books and records of the Company. The number of Directors shall be fixed from time to time by a written instrument signed by, or by resolution approved at a duly constituted meeting by vote of, a majority of the Board, provided however that the number of Directors shall at all times be at least one and no more than ten as determined, from time to time, by the Directors pursuant to this AgreementFund. (b) Each Director shall serve as a Director for the duration of the term of the CompanyFund, unless his or her status as a Director shall be sooner terminated pursuant to Section 4.2 hereof. If any vacancy in the position of a Director occurs, the remaining Directors may appoint a person to serve in such capacity, provided that, at any time the Company is registered under the Company Act, such appointment is capacity (in accordance with any procedures adopted by the Company ActBoard or any committee thereof from time to time), so long as immediately after such appointment at least two-thirds of the Directors then serving would have been elected by the Members. The Directors may call a meeting of Members to fill any vacancy in the position of Director, and shall do so at within 60 days after any time the Company is registered under the Company Act and such meeting is required date on which Directors who were elected by the Company ActMembers cease to constitute a majority of the Directors then serving as Directors. (c) In the event that If no Director remains to continue the business of the Companyremains, the Investment Manager Adviser shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Director ceased to act in that capacity, for the purpose of determining whether to continue the business of the Company Fund and, if the business shall be continued, of electing the required number of Directors to the BoardDirectors. If the Members shall determine at such meeting not to continue the business of the Company Fund or if the required number of Directors is not elected within 60 days after the date on which the last Director ceased to act in that capacity, then the Company Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Company Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

The Board. (a) Those persons listed on Schedule I, who have agreed to be bound by all of the terms of this Agreement, shall serve as Managers on the initial Board. The Board 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 Director Manager and the provisions of Section 3.3 hereof with respect to the election of Directors Managers by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a DirectorManager. The names and mailing addresses of the Directors Managers shall be set forth in the books and records of the CompanyFund. The number of Directors Managers shall be fixed from time to time by a written instrument signed by, or by resolution approved at a duly constituted meeting by vote of, a majority of the Board, provided however that the number of Directors Managers shall at all times be at least one and no more than ten as determined, from time to time, by the Directors Managers pursuant to this Agreement. (b) Each Director Manager shall serve as a Director Manager for the duration of the term of the CompanyFund, unless his or her status as a Director Manager shall be sooner terminated pursuant to Section 4.2 4.1 hereof. If any vacancy in the position of a Director Manager occurs, the remaining Directors Managers may appoint a person to serve in such capacity, provided that, at any time the Company is registered under the Company Act, such appointment is in accordance with the Company 1940 Act. The Directors Managers may call a meeting of Members to fill any vacancy in the position of DirectorManager, and shall do so at any time the Company is registered under the Company Act and such meeting is when required by the Company 1940 Act. (c) In the event that no Director Manager remains to continue the business of the CompanyFund, the Investment Manager Members shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Director Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Company Fund and, if the business shall be continued, of electing the required number of Directors Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Company Fund or if the required number of Directors Managers is not elected within 60 days after the date on which the last Director Manager ceased to act in that capacity, then the Company Fund shall be dissolved pursuant to Section 6.1 7.1 hereof and the assets of the Company Fund shall be liquidated and distributed pursuant to Section 6.2 7.2 hereof.

The Board. (a) Those persons listed on Schedule I who have agreed to be bound by all of the terms of this Agreement shall serve as Directors on the Board. The Board 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 Director and the provisions of Section 3.3 hereof with respect to the election of Directors by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Director. The names and mailing addresses of the Directors shall be set forth in the books and records of the CompanyFund. The number of Directors shall be fixed from time to time by a written instrument signed by, or by resolution approved at a duly constituted meeting by vote of, a majority of the Board, provided however that the number of Directors shall at all times be at least one and no more than ten as determined, from time to time, by the Directors pursuant to this Agreement. (b) Each Director shall serve as a Director for the duration of the term of the CompanyFund, unless his or her status as a Director shall be sooner terminated pursuant to Section 4.2 hereof. If any vacancy in the position of a Director occurs, the remaining Directors may appoint a person to serve in such capacity, provided that, at any time the Company is registered under the Company Act, such appointment is in accordance with the Company 1940 Act. The Directors may call a meeting of Members to fill any vacancy in the position of Director, and shall do so at any time the Company is registered under the Company Act and such meeting is when required by the Company 1940 Act. (c) In the event that no Director remains to continue the business of the CompanyFund, the Investment Manager shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Director ceased to act in that capacity, for the purpose of determining whether to continue the business of the Company Fund and, if the business shall be continued, of electing the required number of Directors to the Board. If the Members shall determine at such meeting not to continue the business of the Company Fund or if the required number of Directors is not elected within 60 days after the date on which the last Director ceased to act in that capacity, then the Company Fund shall be dissolved pursuant to Section 6.1 5.1 hereof and the assets of the Company Fund shall be liquidated and distributed pursuant to Section 6.2 5.2 hereof.

The Board. (a) The Board 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 Director and the provisions of Section 3.3 hereof with respect to the election of Directors by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Director. The names and mailing addresses of the Directors shall be set forth in the books and records of the Company. The number of Directors shall be fixed from time to time by a written instrument signed by, or by resolution approved at a duly constituted meeting by vote of, a majority of the Board, provided however that the number of Directors shall at all times be at least one and no more than ten as determined, from time to time, by the Directors pursuant to this AgreementFund. (b) Each Director shall serve as a Director for the duration of the term of the CompanyFund, unless his or her status as a Director shall be sooner terminated pursuant to Section 4.2 hereof. If any vacancy in the position of a Director occurs, the remaining Directors may appoint a person to serve in such capacity, provided that, at any time the Company is registered under the Company Act, so long as immediately after such appointment is in accordance with at least two-thirds (or such greater ratio as may be required by the Company Act0000 Xxx) of the Directors then serving would have been elected by the Members. The Directors may call a meeting of Members to fill any vacancy in the position of Director, and shall do so at within 60 days after any time the Company is registered under the Company Act and such meeting is required date on which Directors who were elected by the Company ActMembers cease to constitute a majority of the Directors then serving as Directors. (c) In the event that If no Director remains to continue the business of the Companyremains, the Investment Manager Prospero Capital Management, LLC shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Director ceased to act in that capacity, for the purpose of determining whether to continue the business of the Company Fund and, if the business shall be continued, of electing the required number of Directors to the BoardDirectors. If the Members shall determine at such meeting not to continue the business of the Company Fund or if the required number of Directors is not elected within 60 days after the date on which the last Director ceased to act in that capacity, then the Company Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Company Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

The Board. (a) The Initial Manager shall serve as a Manager on the Board as of November 5, 2009, until the proper designation of those persons first listed on Schedule I who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the initial Board, which agreement to be bound shall be effective as of the date of their acceptance of their appointment as Manager. The Board 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 Director Manager and the provisions of Section 3.3 hereof with respect to the election of Directors Managers by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a DirectorManager. The names and mailing addresses of the Directors Managers shall be set forth in the books and records of the CompanyFund. The number of Directors Managers shall be fixed from time to time by a written instrument signed by, or by resolution approved at a duly constituted meeting by vote of, a majority of the Board, provided however that the number of Directors Managers shall at all times be at least one and no more than ten as determined, from time to time, by the Directors Managers pursuant to this Agreement. (b) Each Director Manager shall serve as a Director Manager for the duration of the term of the CompanyFund, unless his or her status as a Director Manager shall be sooner terminated pursuant to Section 4.2 4.1 hereof. If any vacancy in the position of a Director Manager occurs, the remaining Directors Managers may appoint a person to serve in such capacity, provided that, at any time the Company is registered under the Company Act, such appointment is in accordance with the Company 1940 Act. The Directors Managers may call a meeting of Members to fill any vacancy in the position of DirectorManager, and shall do so at any time the Company is registered under the Company Act and such meeting is when required by the Company 1940 Act. (c) In the event that no Director Manager remains to continue the business of the CompanyFund, the Investment Manager Members shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Director Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Company Fund and, if the business shall be continued, of electing the required number of Directors Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Company Fund or if the required number of Directors Managers is not elected within 60 days after the date on which the last Director Manager ceased to act in that capacity, then the Company Fund shall be dissolved pursuant to Section 6.1 7.1 hereof and the assets of the Company Fund shall be liquidated and distributed pursuant to Section 6.2 7.2 hereof.

The Board. (a) Each Organizational Member shall serve as a Director on the initial Board as of October 17, 2006, until the proper designation of those persons first listed on Schedule I who shall agree to be bound by all of the terms of this Agreement to serve as Directors on the initial Board, which agreement to be bound shall be effective as of the date of their acceptance of their appointment as Director. The Board 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 Director and the provisions of Section 3.3 hereof with respect to the election of Directors by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Director. The names and mailing addresses of the Directors shall be set forth in the books and records of the CompanyMaster Fund. The number of Directors shall be fixed from time to time by a written instrument signed by, or by resolution approved at a duly constituted meeting by vote of, a majority of the Board, provided however that the number of Directors shall at all times be at least one and no more than ten as determined, from time to time, by the Directors pursuant to this Agreement. (b) Each Director shall serve as a Director for the duration of the term of the CompanyMaster Fund, unless his or her status as a Director shall be sooner terminated pursuant to Section 4.2 hereof. If any vacancy in the position of a Director occurs, the remaining Directors may appoint a person to serve in such capacity, provided that, at any time the Company is registered under the Company Act, such appointment is in accordance with the Company 1940 Act. The Directors may call a meeting of Members to fill any vacancy in the position of Director, and shall do so at any time the Company is registered under the Company Act and such meeting is when required by the Company 1940 Act. (c) In the event that no Director remains to continue the business of the CompanyMaster Fund, the Investment Manager shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Director ceased to act in that capacity, for the purpose of determining whether to continue the business of the Company Master Fund and, if the business shall be continued, of electing the required number of Directors to the Board. If the Members shall determine at such meeting not to continue the business of the Company Master Fund or if the required number of Directors is not elected within 60 days after the date on which the last Director ceased to act in that capacity, then the Company Master Fund shall be dissolved pursuant to Section 6.1 5.1 hereof and the assets of the Company Master Fund shall be liquidated and distributed pursuant to Section 6.2 5.2 hereof.

The Board. (a) The Initial Manager shall serve as a Manager on the Board as of October 25, 2010, until the proper designation of those persons first listed on Schedule I who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the initial Board, which agreement to be bound shall be effective as of the date of their acceptance of their appointment as Manager. The Board 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 Director Manager and the provisions of Section 3.3 hereof with respect to the election of Directors Managers by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a DirectorManager. The names and mailing addresses of the Directors Managers shall be set forth in the books and records of the CompanyFund. The number of Directors Managers shall be fixed from time to time by a written instrument signed by, or by resolution approved at a duly constituted meeting by vote of, a majority of the Board, provided however that the number of Directors Managers shall at all times be at least one and no more than ten as determined, from time to time, by the Directors Managers pursuant to this Agreement. (b) Each Director Manager shall serve as a Director Manager for the duration of the term of the CompanyFund, unless his or her status as a Director Manager shall be sooner terminated pursuant to Section 4.2 4.1 hereof. If any vacancy in the position of a Director Manager occurs, the remaining Directors Managers may appoint a person to serve in such capacity, provided that, at any time the Company is registered under the Company Act, such appointment is in accordance with the Company 1940 Act. The Directors Managers may call a meeting of Members to fill any vacancy in the position of DirectorManager, and shall do so at any time the Company is registered under the Company Act and such meeting is when required by the Company 1940 Act. (c) In the event that no Director Manager remains to continue the business of the CompanyFund, the Investment Manager Members shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Director Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Company Fund and, if the business shall be continued, of electing the required number of Directors Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Company Fund or if the required number of Directors Managers is not elected within 60 days after the date on which the last Director Manager ceased to act in that capacity, then the Company Fund shall be dissolved pursuant to Section 6.1 7.1 hereof and the assets of the Company Fund shall be liquidated and distributed pursuant to Section 6.2 7.2 hereof.

The Board. (a) The Organizational Member shall serve as the sole Director on the initial Board as of [_______, 2004], until the proper designation of those persons first listed on Schedule I who shall agree to be bound by all of the terms of this Agreement to serve as Directors on the initial Board, which agreement to be bound shall be effective as of the date of their acceptance of their appointment as Director. The Board 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 Director and the provisions of Section 3.3 hereof with respect to the election of Directors by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Director. The names and mailing addresses of the Directors shall be set forth in the books and records of the CompanyMaster Fund. The number of Directors shall be fixed from time to time by a written instrument signed by, or by resolution approved at a duly constituted meeting by vote of, a majority of the Board, provided however that the number of Directors shall at all times be at least one and no more than ten as determined, from time to time, by the Directors pursuant to this Agreement. (b) Each Director shall serve as a Director for the duration of the term of the CompanyMaster Fund, unless his or her status as a Director shall be sooner terminated pursuant to Section 4.2 hereof. If any vacancy in the position of a Director occurs, the remaining Directors may appoint a person to serve in such capacity, provided that, at any time the Company is registered under the Company Act, such appointment is in accordance with the Company 1940 Act. The Directors may call a meeting of Members to fill any vacancy in the position of Director, and shall do so at any time the Company is registered under the Company Act and such meeting is when required by the Company 1940 Act. (c) In the event that no Director remains to continue the business of the CompanyMaster Fund, the Investment Manager Adviser shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Director ceased to act in that capacity, for the purpose of determining whether to continue the business of the Company Master Fund and, if the business shall be continued, of electing the required number of Directors to the Board. If the Members shall determine at such meeting not to continue the business of the Company Master Fund or if the required number of Directors is not elected within 60 days after the date on which the last Director ceased to act in that capacity, then the Company Master Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Company Master Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

The Board. (a) Each Organizational Member shall serve as a Director on the initial Board as of October 17, 2006, until the proper designation of those persons first listed on Schedule I who shall agree to be bound by all of the terms of this Agreement to serve as Directors on the initial Board, which agreement to be bound shall be effective as of the date of their acceptance of their appointment as Director. The Board 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 Director and the provisions of Section 3.3 hereof with respect to the election of Directors by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Director. The names and mailing addresses of the Directors shall be set forth in the books and records of the CompanyTEI Fund. The number of Directors shall be fixed from time to time by a written instrument signed by, or by resolution approved at a duly constituted meeting by vote of, a majority of the Board, provided however that the number of Directors shall at all times be at least one and no more than ten as determined, from time to time, by the Directors pursuant to this Agreement. (b) Each Director shall serve as a Director for the duration of the term of the CompanyTEI Fund, unless his or her status as a Director shall be sooner terminated pursuant to Section 4.2 hereof. If any vacancy in the position of a Director occurs, the remaining Directors may appoint a person to serve in such capacity, provided that, at any time the Company is registered under the Company Act, such appointment is in accordance with the Company 1940 Act. The Directors may call a meeting of Members to fill any vacancy in the position of Director, and shall do so at any time the Company is registered under the Company Act and such meeting is when required by the Company 1940 Act. (c) In the event that no Director remains to continue the business of the CompanyTEI Fund, the Investment Manager shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Director ceased to act in that capacity, for the purpose of determining whether to continue the business of the Company TEI Fund and, if the business shall be continued, of electing the required number of Directors to the Board. If the Members shall determine at such meeting not to continue the business of the Company TEI Fund or if the required number of Directors is not elected within 60 days after the date on which the last Director ceased to act in that capacity, then the Company TEI Fund shall be dissolved pursuant to Section 6.1 5.1 hereof and the assets of the Company TEI Fund shall be liquidated and distributed pursuant to Section 6.2 5.2 hereof.

The Board. (a) The Organizational Member hereby designates those persons listed on Schedule I, who shall agree to be bound by the terms of this Agreement pertaining to the obligations of a Director to serve as Directors on the initial Board, and whose status as Director has not terminated pursuant to Section 4.2 hereof. The Board 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 Director and the provisions of Section 3.3 hereof with respect to the election of Directors by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Director. The names and mailing addresses of the Directors shall be set forth in the books and records of the Company. The number of Directors shall be fixed from time to time by a written instrument signed by, or by resolution approved at a duly constituted meeting by vote of, a majority of the Board, provided however that the number of Directors shall at all times be at least one and no more than ten as determined, from time to time, by the Directors pursuant to this AgreementFund. (b) Each Director shall serve as a Director for the duration of the term of the CompanyFund, unless his or her status as a Director shall be sooner terminated pursuant to Section 4.2 hereof. The number of Directors shall be fixed from time to time by the Directors then in office. If any vacancy in the position of a Director occurs, the remaining Directors may appoint a person to serve in such capacity, provided that, at any time the Company is registered under the Company Act, so long as immediately after such appointment is in accordance with at least two-thirds of the Company ActDirectors then serving would have been elected by the Members. The Directors may call a meeting of Members to fill any vacancy in the position of Director, and shall do so at within 60 days after any time the Company is registered under the Company Act and such meeting is required date on which Directors who were elected by the Company ActMembers cease to constitute a majority of the Directors then serving as Directors. (c) In the event that If no Director remains to continue the business of the Companyremains, the Investment Manager PWAdmin shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Director ceased to act in that capacity, for the purpose of determining whether to continue the business of the Company Fund and, if the business shall be continued, of electing the required number of Directors to the BoardDirectors. If the Members shall determine at such meeting not to continue the business of the Company or Fund or, if the required number of Directors is not elected within 60 days after the date on which the last Director ceased to act in that capacity, then the Company Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Company Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.