AIFM Resolution Template

AIFM RESOLUTION TEMPLATE

This written resolution is adopted on this day of , by the Board of Directors of AIFM Name: (the "Manager") with registration number and jurisdiction , and is intended for adoption in connection with Fund Name: (the "Fund"), registration number and jurisdiction .

RECITALS

WHEREAS, the Manager is duly organized and authorized under the laws of the jurisdiction specified above to manage collective investment schemes and to perform all activities necessary to act as an alternative investment fund manager; and

WHEREAS, the Board of Directors of the Manager has determined that it is in the best interests of the Manager and the Fund to authorize certain officers and persons to execute agreements, delegate functions, and take actions on behalf of the Manager and the Fund in relation to the management, administration and operation of the Fund; and

WHEREAS, the Manager and the Board of the Fund require an instrument evidencing the authority delegated and the certification of specified documents for the purposes of third party reliance and regulatory compliance.

NOW THEREFORE

NOW THEREFORE BE IT RESOLVED, that the Board of Directors of the Manager hereby adopts the following resolutions and directs that such resolutions be entered into the minutes of the Manager and that copies be provided to the Fund and to relevant third parties as necessary.

1. AUTHORITY TO ACT

1.1 The Board hereby authorizes and empowers the persons identified in section 2 below to negotiate, execute, deliver and perform all agreements, instruments, certificates and other documents (collectively, "Agreements") on behalf of the Manager and, where applicable, the Fund, and to take any and all actions necessary or desirable to give effect to the Agreements, subject to any limits expressly set forth in these resolutions.

2. APPOINTMENTS AND DESIGNATIONS

2.1 The Board appoints the following individuals as authorized representatives with the authority described below:

3. SCOPE OF AUTHORITY

3.1 The authorized representatives are empowered, on behalf of the Manager and, where expressly indicated, the Fund, to:

(a) execute and deliver investment management agreements, administration agreements, custody agreements, subscription and redemption documentation, transfer agency agreements and any ancillary documents; to open, maintain and close bank and brokerage accounts; to execute instructions for transfers and settlements; and to appoint or remove delegates, agents and service providers necessary for the operation of the Fund;

(b) approve and sign regulatory filings, certifications, statutory registers and attestations required under applicable law or regulation, and to make representations and warranties on behalf of the Manager and, where applicable, the Fund in connection with such filings;

4. DELEGATION OF AUTHORITY

4.1 The Board authorizes the authorized representatives to further delegate, in whole or in part, their authority to officers, employees or external service providers, provided that any such delegation shall be evidenced in writing and shall specify the scope, duration and limits of the delegation.

4.2 Any delegation made pursuant to this resolution shall not relieve the Board of its ultimate responsibility and fiduciary duties; the Board retains the right to revoke or vary any delegation at any time.

5. CERTIFICATION OF DOCUMENTS

5.1 Any officer of the Manager is authorized to certify, under the corporate seal if applicable, copies of these resolutions and any Agreements, instruments or extracts from the Manager's minute books and to provide such certified copies to third parties for the purpose of establishing the authority of the authorized representatives.

6. REPRESENTATIONS, WARRANTIES AND INDEMNITY

6.1 The Manager represents and warrants that these resolutions have been duly adopted in accordance with its constitutional documents and applicable law and that the authorized representatives have been validly appointed with the powers set out herein.

6.2 The Manager agrees to indemnify and hold harmless any third party which acts in reliance upon a certified copy of these resolutions or in good faith reliance on the actions of any person purporting to act pursuant to these resolutions, except where such third party acts in willful default or gross negligence.

7. EFFECTIVE DATE AND TERMINATION

7.1 These resolutions shall be effective as of the effective date set forth below and shall remain in force until revoked or amended by a subsequent resolution of the Board. Effective date: .

8. NOTICES

8.1 Any notice required or permitted to be given under these resolutions shall be in writing and delivered to the addresses set forth below or to such other address as a party may notify in writing in accordance with this section.

9. AMENDMENT, WAIVER, COUNTERPARTS

9.1 These resolutions may be amended or supplemented by a further resolution of the Board. No waiver of any provision or breach shall be effective unless in writing and signed by the party granting the waiver. These resolutions may be executed in counterparts and by facsimile or electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

10. GOVERNING LAW, ENTIRE AGREEMENT AND SEVERABILITY

10.1 Governing Law. These resolutions shall be governed by and construed in accordance with the laws of the jurisdiction of .

10.2 Entire Agreement. These resolutions constitute the entire written record of the specific authorities and delegations granted hereby with respect to the matters contemplated herein and supersede any prior inconsistent resolutions insofar as they relate to such matters.

10.3 Severability. If any provision of these resolutions is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

11. MISCELLANEOUS

11.1 The Board instructs that a certified copy of these resolutions be provided to any counterparty or authority reasonably requesting evidence of authority. The Board reserves the right to withdraw, vary or supplement this resolution at any time by a subsequent resolution.

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