Common use of Management and Control Clause in Contracts

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, as the initial Member, shall have the authority to manage the business and affairs of the Fund.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Investment Manager shall continue to serve as the initial Member, Investment Manager to the Fund and shall have the authority to manage the business and affairs of the Fund.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their its duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such Manager's Director’s authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, : (i) each Manager Director shall be vested with the same powers, authority, and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation corporation; and (ii) each Independent Manager Director shall be vested with the same powers, authority authority, and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Company Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Actcorporation. During any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capital, as the initial Member, Investment Manager shall continue to have the authority to manage the business and affairs of the FundCompany.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers "Managers" under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such ManagerDirector's authority as delegated by the BoardBoard of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in a director of a Delaware corporation and (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capital, the Advisor may continue to serve as the initial Member, shall have Advisor to the authority Company and to manage provide the business and affairs of Management Services to the FundCompany.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers Directors under the Delaware Act laws of the State of Illinois and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such ManagerDirector's authority as delegated by the BoardBoard of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware an Illinois corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware an Illinois corporation who is not an "interested person," of such company, as such term is defined by the 1940 Act, of such company. During any period in which the Fund shall have no ManagersDirectors, CSFB Alternative Capital, as the initial Member, Adviser shall have the authority to manage the business and affairs of the Fund.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation business trust who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Advisor shall continue to serve as the initial Member, Advisor to the Fund and shall have the authority to manage the business and affairs of the Fund.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-closed- end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation business trust who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Advisor shall continue to serve as the initial Member, Advisor to the Fund and shall have the authority to manage the business and affairs of the Fund.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunderFund. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such ManagerDirector's authority as delegated by the Board. The parties hereto intend that, to the fullest extent permitted by law, and except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, powers and responsibilities authority on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, powers and authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund shall have no ManagersDirectors, CSFB Alternative Capital, as the initial Member, Advisor shall have manage and control the authority to manage the business Fund. The Directors may make Capital Contributions and affairs of own Units in the Fund.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, : (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation corporation; and (ii) each Independent Manager shall be vested with the same powers, authority authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation and who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, as the initial Member, Organizational Member shall have the authority to manage the business and affairs of the Fund. The Managers may make contributions and own Units in the Fund, but are not required to do so; except that, the Manager who serves as the Tax Matters Member is required to be a Member and own Units in the Fund.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act, of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation. During any period in which the Fund shall have no Managers, CSFB Alternative Capitalthe Adviser shall continue to serve as the Adviser to the Fund and shall have, as the initial Special Advisory Member, shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Managers is elected by the Members or the Fund is dissolved in accordance with Section 5.1 hereof.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers "managers" under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Investment Adviser shall continue to serve as the initial Member, shall have adviser to the authority to manage the business Fund. The Managers may make Capital Contributions and affairs of own Units in the Fund.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, Adviser to the Fund and shall have the authority to manage the business and affairs of the Fund.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's Director’s authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, : (i) each Manager Director shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation corporation; and (ii) each Independent Manager Director shall be vested with the same powers, authority authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund shall have no ManagersDirectors, CSFB Alternative Capital, the Manager shall continue to serve as the initial Member, shall have adviser to the authority to manage the business Fund. The Directors may make contributions and affairs of own Units in the Fund.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act, of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, Adviser to the Fund and shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Managers is elected by the Members or the Fund is dissolved in accordance with Section 5.1 hereof.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers "managers" under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such ManagerDirector's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund shall have no ManagersDirectors, CSFB Alternative Capital, the Investment Adviser shall continue to serve as the initial Member, shall have adviser to the authority to manage the business Fund. The Directors may make Capital Contributions and affairs of own Units in the Fund.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director Manager of a closed-end Management management investment company registered under the 1940 Investment Company Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Investment Company Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as investment adviser to the initial Member, Fund and shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Managers are elected by the Members or the Fund is dissolved in accordance with Section 6.1. Nothing herein shall prohibit a Manager from being a Member.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director Manager of a closed-end Management management investment company registered under the 1940 Investment Company Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Investment Company Act. During any period in which the Fund The Managers may make Capital Contributions and own Shares. Nothing herein shall have no Managers, CSFB Alternative Capital, as the initial prohibit a Manager from being a Member, shall have the authority to manage the business and affairs of the Fund.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware stock corporation organized under the Delaware General Corporation Law and, (ii) each Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware stock corporation, and (iiiii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware stock corporation who is not an "“interested person" ” of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative CapitalWFAAM, as the initial MemberMember or its assignee, shall have the authority to manage the business and affairs of the Fund, and to bind the Fund.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such Manager's ’s authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" of such company”, as such term is defined by in the 1940 Act, of such company. During any period in which the Fund Company shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, shall have Adviser to the authority to manage the business and affairs of the FundCompany.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund Company shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, shall have investment adviser to the authority Company and to manage provide the business and affairs of Management Services to the FundCompany.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director Manager of a closed-end Management management investment company registered under the 1940 Investment Company Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Investment Company Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as investment adviser to the initial Member, Fund and shall have the authority to manage the business and affairs of the Fund., but only until such time as one or more Managers are elected by the Members or the Fund is dissolved in accordance with 8

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers "managers" under the Delaware PR Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware Puerto Rico corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director Manager of a closed-an open- end Management management investment company registered under the 1940 Investment Company Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Investment Company Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as investment adviser to the initial Member, Fund and shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Managers are elected by the Shareholders or the Fund is dissolved in accordance with Section 6.1. Nothing herein shall prohibit a Manager from being a Shareholder.

Management and Control. (a) Management Except to the extent otherwise delegated to the Adviser, management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's Director’s authority as delegated by the Board. The parties hereto intend that, except Except to the extent otherwise expressly provided hereinin this Agreement, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund shall have no ManagersDirectors, CSFB Alternative Capital, the Adviser shall continue to serve as investment adviser to the initial Member, Fund and shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Directors are elected by the Members or the Fund is dissolved in accordance with Section 6.1 hereof.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers "managers" under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such ManagerDirector's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, : (i) each Manager Director shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation corporation; and (ii) each Independent Manager Director shall be vested with the same powers, authority authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During any period in which the Fund shall have no ManagersDirectors, CSFB Alternative Capital, the Manager shall continue to serve as the initial Member, shall have adviser to the authority to manage the business Fund. The Directors may make contributions and affairs of own Units in the Fund.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware stock corporation organized under the Delaware General Corporation Law and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware stock corporation who is not an "“interested person" ” of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative CapitalWFAAM, as the initial Member, shall have the authority to manage the business and affairs of the Fund, and to bind the Fund.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers “managers” under the Delaware PR Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware Puerto Rico corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director Manager of a closedan open-end Management management investment company registered under the 1940 Investment Company Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Investment Company Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as investment adviser to the initial Member, Fund and shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Managers are elected by the Shareholders or the Fund is dissolved in accordance with Section 6.1. Nothing herein shall prohibit a Manager from being a Shareholder.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director Manager of a closed-end Management management investment company registered under the 1940 Investment Company Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Investment Company Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as investment adviser to the initial Member, Fund and shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Managers are elected by the Members or the Fund is dissolved in accordance with Section 6.1. The Managers may make Capital Contributions and own Units. Nothing herein shall prohibit a Manager from being a Member.

Management and Control. (a) Management and control of the business of the Master Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Master Fund and in its name, to exercise all rights, powers, and authority of managers "managers" under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Master Fund and their its duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Master Fund except within the scope of such ManagerDirector's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, : (i) each Manager Director shall be vested with the same powers, authority, and responsibilities on behalf of the Master Fund as are customarily vested in each director of a Delaware corporation corporation; and (ii) each Independent Manager Director shall be vested with the same powers, authority authority, and responsibilities on behalf of the Master Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, company as such term is defined by in the 1940 Act. During any period in which the Master Fund shall have no ManagersDirectors, CSFB Alternative Capital, the Manager shall continue to serve as the initial Member, shall have adviser to the authority to manage Master Fund. The Directors may make contributions and own Units in the business and affairs of the Master Fund.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers a manager under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person," of such company, as such term is defined by the 1940 Act, of such company. During any period in which the Fund Company shall have no Managers, CSFB Alternative Capital, the Management Services Provider shall continue to serve as the initial Member, shall have management services provider to the authority to manage the business and affairs of the FundCompany.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware stock corporation organized under the Delaware General Corporation Law and (ii) each Independent Manager Ma xxxxx shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware stock corporation who is not an "“interested person" ” of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative CapitalWFAAM, as the initial Member, shall have the authority to manage the business and affairs of the Fund, and to bind the Fund.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Investment Manager shall continue to serve as the initial Member, Investment Manager to the Fund and shall have the authority to manage the business and affairs of the Fund.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative CapitalGlenwood, as the initial Member, shall have the authority to manage the business and affairs of the Fund.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers “Managers” of a limited liability company under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager Director shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such Manager's Director’s authority as delegated by the BoardBoard of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Act. During Subject to Section 2.6 hereof, during any period in which the Fund Company shall have no ManagersDirectors, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, shall have Adviser to the authority Company and to manage provide the business and affairs of Management Services to the FundCompany.

Management and Control. (a) Management and control of the business of the Fund Lexington shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund Lexington and in its name, to exercise all rights, powers, and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Lexington and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund Lexington except within the scope of such Manager's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund Lexington as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund Lexington as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund Lexington shall have no Managers, CSFB Alternative CapitalGlenwood, as the initial Member, shall have the authority to manage the business and affairs of the FundLexington.

Management and Control. (a) Management and control of the business of the Fund TEI shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund TEI and in its name, to exercise all rights, powers, and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund TEI and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund TEI except within the scope of such Manager's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund TEI as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund TEI as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund TEI shall have no Managers, CSFB Alternative CapitalGlenwood, as the initial Member, shall have the authority to manage the business and affairs of the FundTEI.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director Manager of a closed-end Management management investment company registered under the 1940 Investment Company Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Investment Company Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as investment adviser to the initial Member, Fund and shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Managers are elected by the Members or the Fund is dissolved in accordance with Section 6.1. The Managers may make Capital Contributions and maintain their own Interests in the Fund. Nothing herein shall prohibit a Manager from being a Member.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director Manager of a closed-end Management management investment company registered under the 1940 Investment Company Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Investment Company Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as investment adviser to the initial Member, Fund and shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Managers are elected by the Members or the Fund is dissolved in accordance with Section 6.1. The Managers may make Capital Contributions and maintain their own Interests in the Fund.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's ’s authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director Manager of a closed-end Management management investment company registered under the 1940 Investment Company Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company, company as such term is defined by in the 1940 Investment Company Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as investment adviser to the initial Member, Fund and shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Managers are elected by the Shareholders or the Fund is dissolved in accordance with Section 6.1. Nothing herein shall prohibit a Manager from being a Shareholder.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers a manager under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person," of such company, as such term is defined by the 1940 Act, of such company. During any period in which the Fund Company shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, shall have the authority to manage the business and affairs investment adviser of the FundCompany.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative CapitalMarwood, as the initial Member, shall have the authority to manage the business and affairs of the Fund.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Directors, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager Director acting alone shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such ManagerDirector's authority as delegated by the BoardBoard of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager Director shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closedan open-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, (as such term is defined by in the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, as the initial Member, shall have the authority to manage the business and affairs ) of the Fundsuch company.

Management and Control. (a) Management and control of the business of the Fund Portfolio Company shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund Portfolio Company and in its name, to exercise all rights, powers, and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Portfolio Company and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund Portfolio Company except within the scope of such Manager's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund Portfolio Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund Portfolio Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund Portfolio Company shall have no Managers, CSFB Alternative CapitalLexington Associates I L.P., as the initial Member, shall have the authority to manage the business and affairs of the FundPortfolio Company.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act, of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, Adviser to the Fund and shall have the authority to manage the business and affairs of the Fund.

Management and Control. (a) Management and control of the business of the Fund shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund and in its name, to exercise all rights, powers, powers and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their its duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, : (i) each i)each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation corporation; and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person," of such company, as such term is defined by in the 1940 Act, of such company. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, the Adviser shall continue to serve as the initial Member, shall have the authority Adviser to manage the business and affairs of the Fund.

Management and Control. (a) Management and control of the business of the Fund Company shall be vested in the BoardBoard of Managers, which shall have the right, power, power and authority, on behalf of the Fund Company and in its name, to exercise all rights, powers, powers and authority of managers Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund Company and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund Company except within the scope of such Manager's ’s authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund Company as are customarily vested in each director of a closed-end Management management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" of such company, ,” as such term is defined by in the 1940 ActAct of such company. During any period in which the Fund Company shall have no Managers, CSFB Alternative Capital, the Investment Adviser shall continue to serve as the initial Member, shall have investment adviser to the authority Company and to manage provide Advisory Services to the business and affairs of the FundCompany.