#### deputy chair proposed update to charter

Tracy Ragan

Current:

f) The TOC representatives will elect a chair to preside over meetings, ensure minutes are taken and drive the TOC agenda with input from the TOC representatives, who will also serve as the TOC Representative. At the inception of the Directed Fund and for an initial one-year term, the chair and TOC Representative will be Kohsuke Kawaguchi.

Proposed:

f) The TOC representatives will elect a chair and deputy chair. The role of the chair is to preside over meetings, ensure minutes are taken and drive the TOC agenda with input from the TOC representatives. The role of the deputy chair is to collaborate with and support the chair in all roles, including presiding over meetings, ensuring minutes are taken, and driving the TOC agenda at the request of the TOC chair.

Remove: At the inception of the Directed Fund and for an initial one-year term, the chair and TOC Representative will be Kohsuke Kawaguchi.

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Kind Regards,

Tracy Ragan
CEO and Co-Founder / DeployHub / tel: + 1.505.424.6440/ mob: +1.505.780.0558