AIFM Resolution Document

AIFM RESOLUTION

This Resolution is made on this day: Day: Month: Year: by the Board of Directors of Fund Name: (the "Fund") and Manager Name: (the "Manager").

RECITALS

WHEREAS, the Fund is constituted as an alternative investment fund under its constitutional documents and requires an Alternative Investment Fund Manager to perform the functions described in its constitutional documentation and under applicable law and regulation;

WHEREAS, the Manager is duly organised and holds the requisite authorisations, expertise and capacity to act as Alternative Investment Fund Manager and to perform investment management, risk management, delegation and administrative functions on behalf of the Fund;

WHEREAS, at a meeting of the Board of Directors of the Fund held at Location: the quorum required by the constitutional documents was present and the matters set forth below were duly considered and approved.

NOW, THEREFORE, IT IS RESOLVED

1. APPOINTMENT

The Board hereby appoints the Manager to act as the Alternative Investment Fund Manager of the Fund with full power and authority to perform and exercise all functions, duties and powers required of an AIFM under the Fund's constitutional documentation and applicable law, including without limitation investment management, risk management oversight, delegation and regulatory compliance.

2. AUTHORITY AND POWERS

The Manager is authorised to negotiate, finalise, execute and deliver on behalf of the Fund all agreements and documents necessary or desirable to effect the appointment and operation of the Manager, including but not limited to a fund management agreement, investment management agreement, delegation agreements, administration agreements and any ancillary service agreements (collectively, the "Manager Agreements"). Such authority includes the power to:

(a) enter into and amend Manager Agreements on terms the Manager deems commercially reasonable and in the best interests of the Fund; (b) delegate discrete functions to third party delegates and service providers where appropriate, subject to retaining ultimate responsibility as required by applicable law; (c) open, operate and close bank and custody accounts, settle transactions and instruct custodians and brokers; and (d) take any actions necessary to ensure compliance with applicable regulatory obligations associated with operation of the Fund.

3. APPROVAL OF DOCUMENTS

The Board hereby approves the form and substance of the Manager Agreements and authorises the execution, delivery and performance of such agreements by the Manager on behalf of the Fund. The Board confirms that the Manager may agree on behalf of the Fund to customary commercial terms, representations, warranties and indemnities included in such agreements so long as they are not prejudicial to the Fund.

4. AUTHORIZED SIGNATORIES

The following persons are authorised to sign all Manager Agreements and related documents on behalf of their respective parties and to take ancillary actions necessary to implement this Resolution:

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it is duly organised, validly existing and in good standing under the laws of its jurisdiction of incorporation or organisation; (b) it has the corporate power and authority to execute, deliver and perform its obligations under this Resolution and the Manager Agreements; and (c) the execution and delivery of this Resolution and the Manager Agreements and the performance of its obligations will not contravene any law, regulation or contractual restriction binding on it.

6. EFFECTIVE DATE

This Resolution shall take effect on the date set forth below: Effective Date - Day: Month: Year: . The Manager's appointment and authorities granted herein shall commence on that Effective Date unless otherwise specified in writing.

7. NOTICES

All notices, demands or communications required or permitted to be given under this Resolution shall be in writing and delivered to the addresses below or to such other address as either party may designate by notice to the other.

8. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Resolution shall be governed by and construed in accordance with the laws of Jurisdiction: without regard to conflicts of laws principles. This Resolution constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions and agreements. If any provision of this Resolution is declared invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment to this Resolution shall be effective unless in writing and signed by authorised representatives of both parties. No waiver shall be effective unless in writing and signed by the waiving party. This Resolution may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, but all counterparts together shall constitute one agreement.

10. CERTIFICATION

I hereby certify that the foregoing is a true and correct copy of resolutions duly adopted by the Board of Directors of the Fund at a meeting duly held in accordance with the constitutional documents of the Fund and that such resolutions are now in full force and effect.

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